Common use of Reports and Other Information Clause in Contracts

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so long as any Securities are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall furnish to the Holders and the Trustee the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer, of the Company (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) 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.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of Adjusted EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause subclause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule 3-05without limitation, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements in interactive data format using eXtensible Business Reporting Language or other items that would be required to be filed as exhibits under the SEC rules, except for agreements evidencing material Indebtedness (dexcluding any schedules thereto); (G) present compensation or beneficial ownership informationtrade secrets may be excluded from any disclosures; and (H) such information shall not be required to contain any “segment reporting. (c) ” All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate; provided that the annual report for the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of such fiscal year, and all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate; provided that the quarterly report for the first four fiscal quarters reported after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) above if the Issuer or any parent entity of the Issuer has filed reports containing such information with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenturereports, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks or any comparable freely accessible password-protected online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), market maker in the Company Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall be deemed to have furnished require a confidentiality acknowledgment; provided that the Issuer shall post such reports information thereon and make readily available any password or other login information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner such prospective investor, securities analyst or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemmarket maker. (db) The Company Issuer shall furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(14.03(a)(1) shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (ed) Delivery of such reports, information and documents to Notwithstanding the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseforegoing, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company Issuer may satisfy its obligations under this Section 4.02(a) with respect to financial information relating to the Company 4.03 by furnishing financial information relating to any parent entity of the CompanyIssuer; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) that show the differences (in the Issuer’s sole discretion) between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the its Restricted Subsidiaries on a stand-alone basis, on the other hand. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the 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 Issuer 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) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by provide to the American Institute of Certified Public Accounts (or any similar replacement standard). In additionTrustee and, so long as any Securities are outstandingupon request, the Company shall furnish to the Holders a copy of all of the information and the Trustee the following reportsreports referred to below: (1i) within 90 days after the end of each fiscal year (x) all or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), annual and quarterly audited financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Companyfor such fiscal year, if the Company were required to file such forms, plus including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) ” with respect to the annual periods presented and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firmfirm (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum); (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter, 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 (2iii) all information within the time period specified for filing current reports on Form 8-K by the SEC, current reports that would be required to be contained in filings filed with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reportsreports for any of the following events: (a) significant acquisitions or dispositions, (b) the bankruptcy of the Issuer or a Significant Subsidiary, (c) the acceleration of any Indebtedness of the Issuer or any Restricted Subsidiary having a principal amount in excess of $75.0 million, (d) a change in the Issuer’s certifying independent auditor, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or persons fulfilling similar duties) of Holdings, (f) resignation of a director 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) entry into material direct financial obligations; provided, however, provided that (A) no such current report will be required to include as an exhibit, be furnished if the Issuer or to include a summary any direct or indirect parent 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), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the such event that would otherwise be required to be disclosed is not material to the Holders or to the business, assets, operations, financial positions position or prospects of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, or if the Issuer or any direct or indirect parent of the Issuer determines in its good faith judgment that such disclosure would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of the 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 cause material competitive harm and not the occurrence of the event itself; provided, further, however, that in addition to providing such information to the Trustee and, upon request, Holders, the Issuer shall, to the extent the requirements set forth in Section 3.2(h) are satisfied, make available to 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 Issuer (or any direct or indirect parent of the Issuer) or on a non-public, password-protected website maintained by the Issuer (or any direct or indirect parent of the Issuer) or a third party, in each case, within 15 days after the time the Issuer would be required to provide such information pursuant to clause (i), (ii) or (iii) above, as applicable, or (ii) otherwise providing substantially comparable availability of such reports (as determined in good faith by the Issuer or any direct or indirect parent of the Issuer) (it being understood that, without limitation, making such reports available on Bloomberg or another comparable private electronic information service shall constitute substantially comparable availability). (b) If Notwithstanding the foregoing, and for so long as the Company is not subject to avoidance of doubt, (i) the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) Issuer shall not be required to furnish any information, certificates or reports required by (a) comply with (iA) Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 2002, or related Items 307 and or 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iiiB) 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) the information and reports referred to in Section 3.2(a) will not be required to contain any the separate financial statements, footnotes statements or other information contemplated by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated X, (iii) to the extent pro forma financial information is required to be provided by the SECIssuer, the Issuer may provide only pro forma revenues, net income, EBITDA, Adjusted EBITDA (as such term is defined in the Offering Memorandum), senior secured debt, total debt and capital expenditures (or equivalent financial information) in lieu thereof, (civ) include financial statements the information and reports referred to in interactive data format using eXtensible Business Reporting Language or (dSection 3.2(a) shall not be required to present compensation or beneficial ownership information, (v) 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 and (vi) trade secrets and other proprietary information may be excluded from any disclosures. If at any time the Issuer or any direct or indirect parent of the 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 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 Issuer or any direct or indirect parent of the Issuer, would violate the securities laws or the SEC’s “gun jumping” rules or otherwise have an adverse effect on such Equity Offering. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. If the Company Issuer has designated any certain 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 quarterly and annual and quarterly financial information required by Section 4.02(a)(13.2(a) shall will include a reasonably detailed presentation (which need not be audited or reviewed by the auditors), either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group notes 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 Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.” (d) In addition, to the extent not satisfied by the foregoing, the Issuer agrees that, for so long as any Notes are outstanding, the Issuer shall furnish to Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision). (e) Delivery Notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents required to be provided as described above, may be, rather than those of the Issuer, those of (i) any predecessor or successor of the Issuer or any entity meeting the requirements of clause (ii) or (iii) of this Section 3.2(e), (ii) any Wholly Owned Subsidiary of the Issuer that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Issuer and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (iii) any direct or indirect parent of the Issuer; provided that, if the financial information so furnished relates to such Qualified Reporting Subsidiary of the Issuer or such direct or indirect parent of the Issuer, the same is accompanied by consolidating information, which may be posted to the website of the Issuer (or any direct or indirect parent of the Issuer) or on a non-public, password-protected website maintained by the Issuer (or any direct or indirect parent of the 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 the case may be), on the one hand, and the information relating to the 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. (f) The Issuer will be deemed to have satisfied the information and reporting requirements of Section 3.2(a) if (i) the Issuer or any Qualified Reporting Subsidiary of the Issuer or any direct or indirect parent of the Issuer has filed reports or registration statements containing such information (including the information required pursuant to the first sentence of Section 3.2(e), 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 Section 3.2) 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 the Holders only, the 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 Section 3.2. Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Issuer or another Qualified Reporting Subsidiary posts such reports, information and documents on the XXXXX filing system (or any successor system) or collect any such information from the XXXXX filing system (or successor system). (g) So long as Notes are outstanding, the Issuer shall also: (i) promptly after furnishing to the Trustee the annual and quarterly reports required by Sections 3.2(a)(i) and 3.2(a)(ii), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; provided, however, that the Issuer will be deemed to have satisfied the requirements of this clause (i) if any direct or indirect parent of the Issuer holds a conference call to discuss such reports and results of operations for the relevant reporting period; and (ii) announce by press release or post to the website of the Issuer (or any direct or indirect parent of the Issuer) or on a non-public, password-protected website maintained by the Issuer (or any direct or indirect parent of the Issuer) or a third party, which may require a confidentiality acknowledgment (but not restrict the recipients of such information from trading securities of the Issuer or its 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 and either all information necessary to access the call or informing 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 an investment in the Notes) how they can obtain such information, including, without limitation, the applicable password or other login information. (h) Any person who requests or accesses such financial information or seeks to participate in any conference calls required by this Section 3.2 may be required to provide its email address, employer name and other information reasonably requested by the Issuer and represent to the Issuer (to the Issuer’s 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 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 Holdings, the Issuer and their 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 reports, information and documents (including, without limitation, reports contemplated under this Section 3.2) to the Trustee is for informational purposes only, only and the Trustee’s receipt of those materials will such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Company’s compliance Issuer with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). It is understood that the The Trustee shall have no obligation whatsoever to monitor liability or confirmresponsibility for the filing, on a continuing basis timeliness or otherwise, the Company’s compliance with this Section 4.02, to determine whether content of any such report or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference callsfiling. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Borrower is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Loans are outstanding, the Company shall Borrower will have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts Accountants (or any similar replacement standard). In addition, so long as any Securities Loans are outstanding, the Company shall Borrower will furnish to the Holders Administrative Agent and the Trustee the following reportsLenders: (1i) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyBorrower, if the Company Borrower were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA and Adjusted EBITDA of the Company Borrower substantially consistent with the Offering Document and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyBorrower’s independent registered public accounting firm; and (2ii) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.011.01 (including furnishing any material debt agreements that would be required to be described in such Form 8-K), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Closing Date if the Company Borrower were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Borrower (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Borrower (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All such current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Borrower shall make available hold a quarterly conference call for all Lenders and security analysts to discuss such financial information and (including a customary Q&A session) no later than five (5) business days after the distribution of such reports to financial information (or such later time as the Trustee under this IndentureAdministrative Agent, to any Holder and to any beneficial owner or potential purchaser of the Securitiesacting reasonably, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(cmay agree), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (dc) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. If the Company 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 CompanyBorrower, then the annual and quarterly information required by Section 4.02(a)(1clause (a) above shall include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) 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 as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference callsSubsidiaries. (fd) The Company In the event any direct or indirect parent of the Borrower guarantees the Term Loans, the Borrower may satisfy its obligations under in this Section 4.02(a) 9.1 with respect to financial information relating to the Company Borrower by furnishing financial information relating to any parent entity of the Companysuch parent; provided that the same is accompanied by selected financial metrics (consolidating information that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company Borrower and the Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. (e) Notwithstanding the foregoing, such requirements shall be deemed satisfied by (1) filing with the SEC of an exchange offer registration statement or shelf registration statement with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting on its website within 15 days of the time periods after the Borrower would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Document.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall Issuer will furnish to the Holders Trustee and the Trustee Holders the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ” and (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item Items 10, 402 and 601 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its SubsidiariesSubsidiaries or any Parent Company) and any director, manager or executive officer, officer of the Company Issuer (or any of its SubsidiariesSubsidiaries or any Parent Company), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, or financial positions or prospects position of the Company Issuer and its Restricted Subsidiaries taken as a whole. ; (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein; (D) no such report will be required to comply with Regulation S-X, (b) contain any separate financial statementsincluding, footnotes or other information contemplated by Rule 3-05without limitation, Rule 3-10 thereof; (E) no such report will be required to provide any information that is not otherwise similar to information currently included in the Offering Circular; (F) in no event will such reports be required to include as an exhibit copies of any agreements, financial statements or Rule 3other items that would be required to be filed as exhibits under the SEC rules, except for agreements evidencing material Indebtedness (excluding any schedules thereto); (G) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Issuer may be excluded from any disclosures; (H) no such report will be required to comply with Section 302, Section 404 or Section 906 of the Xxxxxxxx-16 Xxxxx Act of 2002, or Article 11 related Items 307, 308 and 308T of Regulation S-X promulgated by the SEC, K; and (cI) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership informationsuch information will not be required to contain any “segment reporting. (c) ” All annual such reports required under Section 4.02(a) shall be furnished within 15 days after the following: (1) in the case of annual reports, 90 days after the end of the fiscal year to which they relate, except in the case of annual reports for the fiscal years ending March 31, 2017 and all March 31, 2018, 135 days after the end of such fiscal year; (2) in the case of quarterly reports shall be furnished within 45 reports, 60 days after the end of the fiscal quarter to which they relate. All , except in the case of quarterly reports for the first six fiscal quarters ending after the Completion Date, 90 days after the end of such fiscal quarters; and (3) in the case of current reports reports, the date on which such current report would have been required under Section 4.02(a) shall to be furnished within the time periods specified in reported pursuant to the SEC’s rules and regulations for reporting companies under the Exchange Act. Notwithstanding the foregoing, with respect to the fiscal years ended March 31, 2017 and March 31, 2018: (a) if the Completion Date occurs after the first day of such fiscal year, the annual financial statements required to be furnished shall be limited to: (i) the audited financial statements of the Issuer for the period commencing on the Completion Date and ending on the last day of such fiscal year; (ii) the audited financial statements of Change Healthcare Holdings, Inc. for the periods commencing on (x) January 1, 2016 and ending on December 31, 2016, (y) January 1, 2017 and ending on the earlier of March 31, 2017 and the date immediately preceding the Completion Date and (z) if the Completion Date occurs after April 1, 2017, April 1, 2017 and ending on the date immediately preceding the Completion Date; and (iii) the audited financial statements of the Core MTS Business for the periods commencing on (x) April 1, 2016 and ending on the earlier of March 31, 2017 and the date immediately preceding the Completion Date and (y) if the Completion Date occurs after April 1, 2017, April 1, 2017 and ending on the date immediately preceding the Completion Date; provided, that notwithstanding the foregoing, at the sole election of the Issuer, the Issuer may satisfy its obligations with respect to the audited financial statements relating to the Core MTS Business for any periods specified in this clause (a)(iii) by furnishing the audited financial statements relating to MTI if such audited financial statements relating to MTI are accompanied by an unaudited balance sheet and statement of operations of the Core MTS Business for such periods on a stand-alone basis and a schedule or narrative describing at a reasonable level of detail significant differences between the financial information relating to MTI on the one hand, and the financial information relating to the Core MTS Business, on the other hand; (b) quarterly financial statements shall be furnished commencing with the first full fiscal quarter completed after the Completion Date (and not for any prior fiscal quarters); provided, that if the Completion Date occurs after April 1, 2017, such first full fiscal quarter financial statements shall also include financial information for the period beginning on the Completion Date and ending on the last day of such fiscal quarter, (c) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” shall be furnished commencing with the fiscal quarter ending September 30, 2017 (and not for any prior fiscal periods or financial statements); and (d) comparative presentation of financial statements or financial data shall be furnished commencing with the financial statements furnished or “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal quarter ending September 30, 2018 (and not for any prior fiscal periods or financial statements). The Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) above if the Issuer or any Parent Company shall has filed reports containing such information with the SEC. If the Issuer or any Parent Company does not file reports containing such information with the SEC, the Issuer will make available such information and such reports to the Trustee under this Indenture, to any Holder and and, upon request, to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, on Intralinks or any comparable freely accessible password-protected online data systemsystem which will require a confidentiality acknowledgment, and shall will make such information readily available to any prospective investorHolder, any bona fide prospective investor in the Notes (which prospective investors will be limited to QIBs that certify their status as such to the reasonable satisfaction of the Issuer), any bona fide securities analyst (to the extent providing analysis of investment in the Notes to investors and prospective investors therein) or any bona fide market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such prospective holder, securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemmarket maker. (db) The Company In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to Holders of the SecuritiesHolders, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by clause (1) of Section 4.02(a)(14.03(a) hereof shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein ” or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference callsother comparable section. (fd) The Company Notwithstanding the foregoing, the Issuer may satisfy its obligations under this Section 4.02(a) 4.03 with respect to financial information relating to the Company Issuer by furnishing financial information relating to any parent entity of the Parent Company; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by selected financial metrics (in the CompanyIssuer’s sole determinationdiscretion) that show the differences between the information relating to such parent, Parent Company on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone basis, on the other hand. (e) Notwithstanding anything to the contrary set forth above, if the Issuer (or any Parent Company) has made available through XXXXX or SEC filings the reports and information described in the preceding paragraphs with respect to Issuer, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03. (f) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured and not to have existed for the purposes of this Indenture. Notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents and information required to be provided pursuant to clause (a) of this Section 4.03 may be, rather those of the Issuer, those of any predecessor or successor of the Issuer. Notwithstanding the foregoing, if at any time the Issuer or any Parent Company has made a good faith determination to file a registration statement with the SEC with respect to an initial public offering of such entity’s Capital Stock, the Issuer will not be required to disclose any information or take any actions that, in the good faith view of the Issuer, would violate applicable securities laws or the SEC’s “gun jumping” rules.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so long as any Securities are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall furnish to the Holders and the Trustee the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer, of the Company (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) 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.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that After 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 the rules and regulations promulgated by the SECCompletion Date, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1i) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”” substantially consistent with the section in the Offering Circular; (y) with respect to the annual and quarterly information, a presentation of EBITDA “Adjusted EBITDA” of the Company Issuer substantially consistent with the presentation thereof in the Offering Circular and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2ii) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (only with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Completion Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Issuer (or any of Parent Entity or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of Parent Entity or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Circular, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits under the SEC rules; (G) trade secrets and other information that could cause competitive harm to the Issuer and its Restricted Subsidiaries may be excluded from any disclosures; (H) such financial statements or information shall not be required to contain any “segment reporting”; (I) such financial statements and information may, at the election of the Issuer, be prepared in interactive data format using eXtensible Business Reporting Language accordance with U.S. GAAP or IFRS; and (dJ) present compensation the Issuer may elect to change its fiscal year end, in which case it will provide the information required by clauses (1) and (2) of this paragraph in a report covering the transition period on substantially the same basis as if the Issuer were required to file a transition report with the SEC except that such transition report shall not be due until 60 days (in the case of a transition report on Form 10-Q/T) or beneficial ownership information. 120 days (c) in the case of a transition report on Form 10-K/T), in each case after the later of the date on which the Issuer elected to change the fiscal year or the end of transition period. All such annual reports required under Section 4.02(a) for periods ending after the Completion Date shall be furnished within 90 120 days after the end of the fiscal year (which fiscal year ends on September 30 of each calendar year as of the date of this Indenture, subject to clause (J) of the immediately preceding paragraph) to which they relate; provided that the annual report for the fiscal year ending on or about September 30, and 2019 shall be furnished within 150 days after the end of such fiscal year; all such quarterly reports for periods ending after the Completion Date shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a; provided that the quarterly report for the fiscal quarters ending on or prior to December 31, 2019 (if required) shall be furnished within 75 days after the time periods end of the fiscal quarter which they relate; and all such current reports for triggering events occurring after the Completion Date shall be furnished within 15 days of the due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) if the Issuer or any Parent Entity has filed reports containing such information (or any such information of a Parent Entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any Parent Entity does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) shall include a presentation of selected financial metrics (market maker in the Company’s sole discretion) of Notes who agrees to treat such Unrestricted Subsidiaries information as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Companyconfidential; provided that the same is accompanied by selected financial metrics (Issuer shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any competitively sensitive information otherwise to be provided pursuant to this covenant to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker to the extent that the Issuer determines in good faith that the Company’s sole determination) that show the differences between the provision of such information relating to such parentPerson would be competitively harmful to the Issuer and its Subsidiaries; and provided, on the one handfurther, that such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information relating to contained therein) for any purpose other than their investment or potential investment in the Company Notes and (C) not publicly disclose any such reports (and the Restricted Subsidiaries on a stand-alone basis, on the other handinformation contained therein).

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA “Adjusted EBITDA” (as defined in the Offering Memorandum) of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such information or reports be required to make available comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any information regarding Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the occurrence of any of extent that the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that such information would otherwise not be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. Subsidiaries, (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such information or reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or 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, (biii) contain no such information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, footnotes or other to include only pro forma revenues, “Adjusted EBITDA” (as defined in the Offering Memorandum and on a basis substantially consistent with the presentation thereof in the Offering Memorandum) and capital expenditures in lieu thereof. All such annual information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. 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 quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as, if required, the details regarding the audio presentation or conference call, as applicable, described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective investor in the Notes, any securities analyst (to the Trustee extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It If the Issuer (or a Parent Entity) is understood that not required to file reports under Section 13 or 15(d) of the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseExchange Act, the Company’s compliance Issuer shall, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, (i) conduct an audio presentation consistent with this Section 4.02past practice of the Issuer or (ii) hold a conference call, in either case, with respect to determine whether such information and results of operations for the relevant reporting period. No fewer than three (3) Business Days prior to the date of the audio presentation or not such financial statements, information, documents or reports have been posted on any website or online data system or filed conference call required to be held in accordance with the SEC preceding sentence, the Company shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information will be available and the time and date of such audio presentation or to participate in any conference callscall. (fb) The Company Issuer shall provide S&P and Mxxxx’x (and their respective successors) with information on a periodic basis as S&P or Mxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceeds the lesser of (i) 1.0% of Total Assets of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, after the Issue Date, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1) (x) all annual and quarterly year-to-date interim period (ended at each quarter end, except for the fourth quarter) financial statements that would be required to be contained consistent with those included in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such formsOffering Memorandum, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly year-to-date interim information, a presentation of EBITDA “Covenant Adjusted EBITDA” of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (only with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1)(i) or (ii) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b) (with respect to the principal executive officer, president, principal financial officer and principal operating officer only) and (c) (with respect to the principal executive officer, president, principal financial officer and principal operating officer only and other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits under the SEC rules, (G) trade secrets and other information that could cause competitive harm to the Issuer and its Restricted Subsidiaries may be excluded from any disclosures, (H) such financial statements or information shall not be required to contain any “segment reporting” and (I) such financial statements and information may, at the election of the Issuer, be prepared in interactive data format using eXtensible Business Reporting Language accordance with U.S. GAAP or (d) present compensation or beneficial ownership information. (c) IFRS. All such annual reports required under Section 4.02(a) shall be furnished within 90 120 days after the end of the fiscal year to which they relate, and ; all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All ; and all such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) if the Issuer, Holdings, Parent or any other parent entity of the Issuer has filed reports containing substantially such information of the Issuer (or any such information of a parent entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any information or reports otherwise to be provided pursuant to this covenant to any such Holder. For purposes , beneficial owner, bona fide prospective investor, securities analyst or market maker that is a competitor or to the extent that the Issuer determines in its sole discretion that the provision of this Section 4.02(c)such information to such Person may be harmful to the Issuer and its Subsidiaries; provided, the Company further, that such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall be deemed agree to have furnished (A) treat all such reports (and information tocontained therein) as confidential, or filed (B) not to use such reports (and the information with, the Trustee, the Holders of the Securities and to contained therein) for any beneficial owner purpose other than their investment or potential purchaser of investment in the Securities as required by this Section 4.02(cNotes and (C) if it has filed not publicly disclose any such reports or (and the information with the SEC via the XXXXX filing systemcontained therein). (db) The Company To the extent not satisfied by Section 4.03(a) hereof, the Issuer shall furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If any Subsidiary of the Company has designated any of its Subsidiaries as Issuer is 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 CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(14.03(a)(1) hereof shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (ed) Delivery of such reports, information and documents to Notwithstanding the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseforegoing, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company Issuer may satisfy its obligations under this Section 4.02(a) with respect to financial information relating to the Company 4.03 by furnishing financial information relating to Holdings, Parent or any parent entity of the CompanyIssuer; provided that if Holdings, Parent or such parent entity does not Guarantee the Notes, then the same is accompanied by selected financial metrics (in the Company’s sole determination) that show the differences (in the Issuer’s sole discretion) between the information relating to Holdings, Parent or such parent, on the one hand, and the information relating to the Company Issuer and the its Restricted Subsidiaries on a stand-alone basis, on the other hand. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 180 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 Issuer 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. The Trustee shall have no duty to review or analyze any reports furnished or made available to it and the Trustee’s receipt of such reports shall not constitute actual or constructive knowledge of the information contained therein or determinable therefrom, including the Issuer’s or any Guarantor’s compliance with any of its covenants (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, after the Issue Date, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA “Covenant EBITDA” of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (only with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SEC11thereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits under the SEC rules; (G) trade secrets and other information that could cause competitive harm to the Issuer and its Restricted Subsidiaries may be excluded from any disclosures; (H) such financial statements or information shall not be required to contain any “segment reporting”; and (I) such financial statements and information may, at the election of the Issuer, be prepared in interactive data format using eXtensible Business Reporting Language accordance with U.S. GAAP or (d) present compensation or beneficial ownership information. (c) IFRS. All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and ; all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All ; and all such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) if the Issuer or any parent entity of the Issuer has filed reports containing substantially such information (or any such information of a parent entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) shall include a presentation of selected financial metrics (market maker in the Company’s sole discretion) of Notes who agrees to treat such Unrestricted Subsidiaries information as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Companyconfidential; provided that the same is accompanied by selected financial metrics (Issuer shall post such information thereon and make readily available any password or other login information to any such bonda fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this covenant to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker to the extent that the Issuer determines in good faith that the Company’s sole determination) that show the differences between the provision of such information relating to such parentPerson would be competitively harmful to the Issuer and its Subsidiaries; provided further, on the one handthat such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information relating to contained therein) for any purpose other than their investment or potential investment in the Company Notes and (C) not publicly disclose any such reports (and the Restricted Subsidiaries on a stand-alone basis, on the other handinformation contained therein).

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so long as any Securities are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall furnish to the Holders and the Trustee the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer, of the Company (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) 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.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Consolidated EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such information or reports be required to make available comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any information regarding Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the occurrence of any of extent that the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that such information would otherwise not be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. Subsidiaries, (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such information or reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or 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, (biii) contain no such information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, footnotes or other to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. 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 quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as, if required, the details regarding the audio presentation or conference call, as applicable, described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective investor in the Notes, any securities analyst (to the Trustee extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It If the Issuer (or a Parent Entity) is understood that not required to file reports under Section 13 or 15(d) of the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseExchange Act, the Company’s compliance Issuer shall, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, (i) conduct an audio presentation consistent with this Section 4.02past practice of the Issuer or (ii) hold a conference call, in either case, with respect to determine whether such information and results of operations for the relevant reporting period. No fewer than three (3) Business Days prior to the date of the audio presentation or not such financial statements, information, documents or reports have been posted on any website or online data system or filed conference call required to be held in accordance with the SEC preceding sentence, the Company shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information will be available and the time and date of such audio presentation or to participate in any conference callscall. (fb) The Company Issuer shall provide S&P and Mxxxx’x (and their respective successors) with information on a periodic basis as S&P or Mxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceeds the lesser of (i) 1.0% of Total Assets of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Consolidated EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of Parent Entity or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of Parent Entity or its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such financial statements, information or reports be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (iw) Section 302, 404 or 906 of the XxxxxxxxRule 3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X promulgated by the SEC (or 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-X promulgated by the SEC), (iix) Item 601 Rule 3-09 of Regulation S-K X (with respect to exhibitsor such other rule or regulation that amends, supplements or replaces such Rule 3-09), (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) or (iiiz) any requirement to otherwise include any schedules or separate financial statements of any Subsidiaries of the Issuer or any Parent Entity, Affiliates or equity method investees (ii) in no event shall such financial statements, information or 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-generally accepted accounting principles GAAP financial measures contained therein, (biii) contain any separate no such financial statements, footnotes information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such financial statements, information or reports be required to include any information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit copies of any agreements, financial statements or other information contemplated by Rule 3items that would be required to be filed as exhibits to a current report on Form 8-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, K except for (cx) include agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) any case with respect to pro forma financial statements, to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual information and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. If the Company has designated any of its Unrestricted 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 CompanyIssuer, then the quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as the details regarding the conference call described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any bona fide Holder, any prospective investor in the Notes (as determined in the Issuer’s sole discretion and which prospective investors shall, in any event, be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons that certify their status as such to the Trustee reasonable satisfaction of the Issuer), any securities analyst (to the extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, beneficial owner, bona fide prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, beneficial owners, bona fide prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that The Issuer (or a Parent Entity) shall hold a quarterly conference call for all Holders and securities analysts (to the Trustee shall have no obligation whatsoever extent providing analysis of investment in the Notes) to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not discuss such financial statements, information (including a customary Q&A session) no later than ten Business Days after distribution of such financial information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (fb) The Company Issuer shall provide S&P and Moody’s (and their respective successors) with information on a periodic basis as S&P or Moody’s, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided provided, that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceed the lesser of (i) 1.0% of consolidated revenues of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, after the Issue Date, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA “Adjusted EBITDA” of the Company Issuer substantially consistent with the presentation contained in the filings incorporated by reference in the Exchange Offer Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (only with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only and other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the filings incorporated by reference in the Exchange Offer Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits under the SEC rules; (G) trade secrets and other information that could cause competitive harm to the Issuer and its Restricted Subsidiaries may be excluded from any disclosures; (H) such financial statements or information shall not be required to contain any “segment reporting”; and (I) such financial statements and information may, at the election of the Issuer, be prepared in interactive data format using eXtensible Business Reporting Language accordance with U.S. GAAP or (d) present compensation or beneficial ownership information. (c) IFRS. All such annual reports required under Section 4.02(a) shall be furnished within 90 120 days after the end of the fiscal year to which they relate, and relate (within 150 days after the end of the first fiscal year ending after the Issue Date); all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All relate (within 90 days after the end of the first fiscal quarter reported after the Issue Date); and all such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) if the Issuer or any parent entity of the Issuer has filed reports containing substantially such information (or any such information of a parent entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) shall include a presentation of selected financial metrics (market maker in the Company’s sole discretion) of Notes who agrees to treat such Unrestricted Subsidiaries information as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Companyconfidential; provided that the same is accompanied by selected financial metrics (Issuer shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this covenant to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker to the extent that the Issuer determines in good faith that the Company’s sole determination) that show the differences between the provision of such information relating to such parentPerson would be competitively harmful to the Issuer and its Subsidiaries; provided further, on the one handthat such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information relating to contained therein) for any purpose other than their investment or potential investment in the Company Notes and (C) not publicly disclose any such reports (and the Restricted Subsidiaries on a stand-alone basis, on the other handinformation contained therein).

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Consolidated EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such information or reports be required to make available comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any information regarding Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the occurrence of any of extent that the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that such information would otherwise not be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. Subsidiaries, (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such information or reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles non- GAAP financial measures contained therein, (biii) contain no such information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, footnotes or other to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. If the Company has designated any of its Unrestricted 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 CompanyIssuer, then the quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as the details regarding the conference call described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective investor in the Notes, any securities analyst (to the Trustee extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that The Issuer (or a Parent Entity) shall hold a quarterly conference call for all Holders and securities analysts (to the Trustee shall have no obligation whatsoever extent providing analysis of investment in the Notes) to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not discuss such financial statements, information (including a customary Q&A session) no later than ten Business Days after distribution of such financial information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (fb) The Company Issuer shall provide S&P and Xxxxx’x (and their respective successors) with information on a periodic basis as S&P or Xxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided provided, that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceed the lesser of (i) 1.0% of consolidated revenues of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA “Adjusted EBITDA” (as defined in the Offering Memorandum) of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such information or reports be required to make available comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any information regarding Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the occurrence of any of extent that the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that such information would otherwise not be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. Subsidiaries, (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such information or reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or 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, (biii) contain no such information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, footnotes or other to include only pro forma revenues, “Adjusted EBITDA” (as defined in the Offering Memorandum and on a basis substantially consistent with the presentation thereof in the Offering Memorandum) and capital expenditures in lieu thereof. All such annual information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. 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 quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as, if required, the details regarding the audio presentation or conference call, as applicable, described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective investor in the Notes, any securities analyst (to the Trustee extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It If the Issuer (or a Parent Entity) is understood that not required to file reports under Section 13 or 15(d) of the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseExchange Act, the Company’s compliance Issuer shall, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, (i) conduct an audio presentation consistent with this Section 4.02past practice of the Issuer or (ii) hold a conference call, in either case, with respect to determine whether such information and results of operations for the relevant reporting period. No fewer than three (3) Business Days prior to the date of the audio presentation or not such financial statements, information, documents or reports have been posted on any website or online data system or filed conference call required to be held in accordance with the SEC preceding sentence, the Company shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information will be available and the time and date of such audio presentation or to participate in any conference callscall. (fb) The Company Issuer shall provide S&P and Xxxxx’x (and their respective successors) with information on a periodic basis as S&P or Xxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceeds the lesser of (i) 1.0% of Total Assets of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by provide to the American Institute of Certified Public Accounts (or any similar replacement standard). In additionTrustee and, so long as any Securities are outstandingupon request, the Company shall furnish to the Holders a copy of all of the information and the Trustee the following reportsreports referred to below: (1i) within 90 days after the end of each fiscal year (x) all annual and quarterly financial statements that would or such longer period as may be required to be contained in a filing with permitted by the SEC on Forms 10-K and 10-Q of the Company, if the Company were required then subject to file SEC reporting requirements as a non-accelerated filer), annual audited financial statements for such formsfiscal year, plus 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 Company’s independent registered public accounting firm; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (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), unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2iii) all information within the time period specified for filing current reports on Form 8-K by the SEC, current reports that would be required to be contained in filings filed with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company were required to file such reportsreports for any of the following events: (a) significant acquisitions or dispositions, (b) the bankruptcy of the Company or a Significant Subsidiary, (c) the acceleration of any Indebtedness of the Company or any Restricted Subsidiary having a principal amount in excess of $25.0 million, (d) a change in the Company’s certifying independent auditor, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or persons fulfilling similar duties) of the Company, (f) resignation of a director 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) entry into material direct financial obligations; provided, however, provided that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between be furnished if the Company (or any direct or indirect parent of its Subsidiaries) and any director, manager or executive officer, of the Company (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the such event that would otherwise be required to be disclosed is not material to the Holders or to the business, assets, operations, financial positions position or prospects of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, or if the Company or any direct or indirect parent of the Company determines in its good faith judgment that such disclosure would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole; provided, further, that such non-disclosure shall be limited only to those specific provisions that would cause material competitive harm and not the occurrence of the event itself. Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to this Section 3.2(a), the Company will use its reasonable efforts to post copies of such information required by this Section 3.2(a) 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 investors in the notes (which prospective investors may 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), and securities analysts (to the extent providing analysis of an investment in the notes) and market making financial institutions that are reasonably satisfactory to the Company who agree to treat such information and reports as confidential; provided that the Company may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this covenant to any person that is a competitor of the Company and its Subsidiaries to the extent that the Company determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Company and its Subsidiaries. The Company may condition the delivery of any such reports on the agreement of such Persons 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) and information 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. (b) If Notwithstanding the foregoing, and for so long as the avoidance of doubt, (i) the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to furnish any information, certificates or reports required by (a) comply with (iA) Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 2002, or related Items 307 and or 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iiiB) 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) the information and reports referred to in Section 3.2(a) will not be required to contain any the separate financial statements, footnotes statements or other information contemplated by Rule 3-05, Rule 3-10 09, Rule 13-01 or Rule 313-16 or Article 11 02 of Regulation S-X promulgated X, (iii) to the extent pro forma financial information is required to be provided by the SECCompany, the Company may provide only pro forma revenues, net income, Consolidated EBITDA, senior secured debt, total debt and capital expenditures (or equivalent financial information) in lieu thereof, (civ) include financial statements the information and reports referred to in interactive data format using eXtensible Business Reporting Language or (dSection 3.2(a) shall not be required to present compensation or beneficial ownership information, (v) 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 and (vi) trade secrets and other proprietary information may be excluded from any disclosures. (c) All To the extent that quarterly and annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such financial information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information is required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActSection 3.2(a), so long as the Securities are not freely transferable under the Securities Act. If if the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Subsidiaries would, if taken as a whole with all other Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanySubsidiary, then the quarterly and annual and quarterly financial information required by Section 4.02(a)(13.2(a) shall (if applicable) will include a presentation (which need not be audited or reviewed by the auditors), either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group notes or 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 Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.” (d) In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes are outstanding, it shall furnish to Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision). (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of those materials will such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Company’s compliance Company with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). It is understood that the The Trustee shall have no obligation whatsoever liability or responsibility for the filing, timeliness or content of any such report or filing. The Trustee is under no duty to monitor examine reports, information or confirm, on a continuing basis or otherwise, the Company’s documents to ensure compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC provision of this Indenture or to participate in any conference callsascertain the correctness or otherwise of the information or the statements contained therein. (f) The Company may satisfy its obligations under Section 4.02(a) pursuant to this covenant with respect to financial information relating to the Company by furnishing financial information relating to any a parent entity of the Companyentity; provided that the same is accompanied by selected financial metrics (consolidating information that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to such parentparent entity (and other parent entities included in such information, if any), on the one hand, and the information relating to the Company and the its Restricted Subsidiaries on a stand-alone 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.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall Issuer will furnish to the Holders Holder, within fifteen (15) Business Days after filing, or in the event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the Trustee the following reportsExchange Act: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q (or any successor or comparable forms) of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information” section; and (zy) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.011.01 (including furnishing any material debt agreements that would be required to be described in such Form 8-K), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer shall make available such information and such reports (as well as the details regarding the conference call described below) to the Trustee under this Indenture, to any Holder and and, upon request, to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case case, by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished (a) filing such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via (and such reports are publicly available) or (b) posting such reports on the XXXXX filing systemIssuer’s website and issuing a press release in respect thereof. The Issuer 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 (including a customary Q&A session) no later than five (5) Business Days after distribution of such financial information. (db) The Company Issuer shall provide S&P and Mxxxx’x (and their respective successors) with information on a periodic basis as S&P or Mxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. To the extent not satisfied by the foregoing, the Issuer shall also furnish to Holders Holders, securities analysts (to the extent providing analysis of investment in the Securities, beneficial owners Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(1clause (1) of the first paragraph of this covenant shall include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) footnotes thereto, 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 as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of OperationsSubsidiaries.” (ed) Delivery of such reportsNotwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of Issuer or (ii) any information contained therein direct or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any indirect parent entity of the CompanyIssuer rather than those of the Issuer; provided that the same is accompanied by selected financial metrics (consolidating information that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to this Indenture or any reports or other documents filed with the SEC under this Indenture.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company shall Issuer will have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, after the Issue Date, so long as any Securities Notes are outstanding, the Company shall Issuer will furnish to the Holders and of the Trustee Notes the following reports: (1i) (xA) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (yB) with respect to the annual and quarterly information, a presentation of EBITDA “Covenant Adjusted EBITDA” of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (zC) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2ii) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Issuer Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2ii) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report will be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report will be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event will such reports be required to include as an exhibit copies of any agreements, financial statements in interactive data format using eXtensible Business Reporting Language or other items that would be required to be filed as exhibits under the SEC rules; (dG) present compensation trade secrets and other information that could cause competitive harm to the Issuer and its Restricted Subsidiaries may be excluded from any disclosures; and (H) such financial statements or beneficial ownership information. (c) information will not be required to contain any “segment reporting”. All such annual reports required under Section 4.02(a) shall be furnished within 90 120 days after the end of the fiscal year to which they relate; provided that the annual report for the fiscal year ending on or about December 31, and 2019 shall be furnished within 150 days after the end of such fiscal year; all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) ; provided that the quarterly report for the fiscal quarters ending on or about March 31, 2020, June 30, 2020 and September 30, 2020 shall be furnished within 75 days after the time periods end of the fiscal quarter which they relate; and all such current reports shall be furnished within 15 days of the due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) of this covenant if Holdings or any parent entity of Holdings has filed reports containing such information of the Issuer (or any such information of a parent entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer will make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data systemsystem which will require a confidentiality acknowledgment, and shall will make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) shall include a presentation of selected financial metrics (market maker in the Company’s sole discretion) of Notes who agrees to treat such Unrestricted Subsidiaries information as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Companyconfidential; provided that the same is accompanied by selected financial metrics (Issuer shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this covenant to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker to the extent that the Issuer determines in good faith that the Company’s sole determination) that show the differences between the provision of such information relating to such parentPerson would be competitively harmful to the Issuer and its Subsidiaries; and provided, on the one handfurther, that such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information relating to contained therein) for any purpose other than their investment or potential investment in the Company Notes and (C) not publicly disclose any such reports (and the Restricted Subsidiaries on a stand-alone basis, on the other handinformation contained therein).

Reports and Other Information. (a) Notwithstanding that Following 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 Completion Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Consolidated EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such information or reports be required to make available comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any information regarding Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the occurrence of any of extent that the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that such information would otherwise not be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. Subsidiaries, (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such information or reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or 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, (biii) contain no such information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, footnotes or other to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) ; provided that the annual information and report for the first fiscal year ending after the Issue Date shall be furnished within 120 days after the time periods specified in end of such fiscal year; and provided further that the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such quarterly information and such reports for the first fiscal quarter ending prior to the Trustee under this Indenture, to Issue Date and the first three fiscal quarters ending after the Issue Date shall be furnished within 60 days after the end of such applicable fiscal quarter. At any Holder and to time that any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. If the Company has designated any of its Unrestricted 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 CompanyIssuer, then the quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as the details regarding the conference call described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective investor in the Notes, any securities analyst (to the Trustee extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that The Issuer (or a Parent Entity) shall hold a quarterly conference call for all Holders and securities analysts (to the Trustee shall have no obligation whatsoever extent providing analysis of investment in the Notes) to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not discuss such financial statements, information (including a customary Q&A session) no later than ten Business Days after distribution of such financial information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (fb) The Company Issuer shall provide S&P and Xxxxx’x (and their respective successors) with information on a periodic basis as S&P or Xxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer and WMMRC) that exceeds the lesser of (i) 1.0% of consolidated revenues of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA “Adjusted EBITDA” (as defined in the Offering Memorandum) of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such information or reports be required to make available comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any information regarding Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the occurrence of any of extent that the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that such information would otherwise not be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. Subsidiaries, (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such information or reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or 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, (biii) contain no such information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such information or reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in any case with respect to pro forma financial statements, footnotes or other to include only pro forma revenues, “Adjusted EBITDA” (as defined in the Offering Memorandum and on a basis substantially consistent with the presentation thereof in the Offering Memorandum) and capital expenditures in lieu thereof. All such annual information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. 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 quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery ” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such reports, Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and documents such reports (as well as, if required, the details regarding the audio presentation or conference call, as applicable, described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any Holder, any prospective investor in the Notes, any securities analyst (to the Trustee extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is for informational purposes onlya competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the Trustee’s receipt of those materials will information contained therein) and information as confidential, (ii) not constitute constructive notice of any use such reports and the information contained therein for any purpose other than their investment or determinable from potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It If the Issuer (or a Parent Entity) is understood that not required to file reports under Section 13 or 15(d) of the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseExchange Act, the Company’s compliance Issuer shall, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, (i) conduct an audio presentation consistent with this Section 4.02past practice of the Issuer or (ii) hold a conference call, in either case, with respect to determine whether such information and results of operations for the relevant reporting period. No fewer than three (3) Business Days prior to the date of the audio presentation or not such financial statements, information, documents or reports have been posted on any website or online data system or filed conference call required to be held in accordance with the SEC preceding sentence, the Company shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information will be available and the time and date of such audio presentation or to participate in any conference callscall. (fb) The Company Issuer shall provide S&P and Moody’s (and their respective successors) with information on a periodic basis as S&P or Moody’s, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 4.02(a) 10.09 with respect to financial information relating to the Company Issuer by furnishing financial and other information relating to any parent entity Parent Entity instead of the CompanyIssuer; provided that to the same is extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceeds the lesser of (i) 1.0% of Total Assets of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by selected financial metrics (consolidating information, which may be unaudited, that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to of such parentParent Entity, on the one hand, and the information relating to the Company Issuer and the Restricted its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts Accountants (or any similar replacement standard). In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders Trustee and the Trustee Holders of the following reportsNotes: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that the Issuer shall not be required to (A) no such current report will be required to in the case of subclause (2), include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause subclause (2) if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (aC) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained thereintherein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (bD) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of comply with Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (dE) present compensation or beneficial ownership information. (c) provide any information that is not otherwise similar to information currently included in the Offering Memorandum. All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. ; provided that the annual report for the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of the fiscal year to which it relates; and provided further that quarterly reports for each of the first two fiscal quarters ending after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate All such current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks or any comparable freely accessible password-protected online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), market maker in the Company Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall be deemed to have furnished require a confidentiality acknowledgment; provided that the Issuer shall post such reports information thereon and make readily available any password or other login information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner such prospective investor, securities analyst or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemmarket maker. (db) The Company Issuer shall provide S&P and Xxxxx’x (and their respective successors) with information on a periodic basis as S&P or Xxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. The Issuer shall also furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(14.03(a)(1) shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (fd) The Company Issuer may satisfy its obligations under this Section 4.02(a) with respect to financial information relating to 4.03 through the Company filing of the reports specified above by furnishing financial information relating to any parent entity of the CompanyIssuer; provided that the same is accompanied by selected financial metrics (in the CompanyIssuer’s sole determinationdiscretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the 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 Issuer 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) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts Accountants (or any similar replacement standard). In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders Trustee and the Trustee Holders of the Notes the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such current report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained thereintherein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (bD) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of no such report will be required to comply with Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (dE) present compensation or beneficial ownership information. (c) All annual reports no such report will be required under Section 4.02(a) shall be furnished within 90 days after to provide any information that is not otherwise similar to information currently included in the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relateOffering Memorandum. All current reports required under Section 4.02(a) shall be furnished in each case within the time periods specified in the SEC’s rules and regulations for reporting companies under if the Exchange ActIssuer were a “non-accelerated filer” as defined in the applicable rules and regulations of the SEC, provided, however, that the provisions of this paragraph shall be satisfied if the Issuer files reports containing such information with the SEC within the time periods required by applicable SEC rules and regulations. The Company shall If the Issuer or any parent entity of the Issuer does not file reports containing such information concerning the Issuer with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case with respect to the Holders and beneficial owners by posting such information on its website, Intralinks or any comparable freely accessible password-protected online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any Holdermarket maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. For Delivery of such information and reports to the Trustee is for informational purposes of this Section 4.02(c)only, the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee’s receipt thereof shall not constitute constructive or actual notice of any information contained therein or determinable from the information contained therein, the Holders including our compliance with any of the Securities and Issuer’s covenants under this Indenture (as to which the Trustee is entitled to conclusively rely on any beneficial owner Officer's Certificate). The Trustee shall have no liability or potential purchaser responsibility for the filing, timeliness or content of the Securities as required by this Section 4.02(c) if it has filed such reports information or information with the SEC via the XXXXX filing systemreports. (db) The Company Issuer shall furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(14.03(a)(1) shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (ed) Delivery of such reports, information and documents to Notwithstanding the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseforegoing, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company Issuer may satisfy its obligations under this Section 4.02(a) with respect to financial information relating to 4.03 through the Company by furnishing of financial information relating to any parent entity of the CompanyIssuer; provided that the same is accompanied by selected financial metrics (in the CompanyIssuer’s sole determinationdiscretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone basis, on the other hand. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the 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 Issuer 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) 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 the rules and regulations promulgated by the SEC, so long as any Securities are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the The Company shall furnish to the Holders and the Trustee the following reportsTrustee: (1) (xa) all annual and quarterly financial statements of the Company substantially in the forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q (solely with respect to the first three fiscal quarters of the Companyeach fiscal year), if the Company were required to file such formsforms on the Issue Date, plus and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; ” and (zb) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all promptly (and no sooner than the filing deadlines applicable to current reports on Form 8-K) from time to time after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.011.03 (Bankruptcy or Receivership), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and 2.01 (cCompletion of Acquisition or Disposition of Assets) (other than only with respect to information otherwise required acquisitions or contemplated by Item 402 dispositions that are significant pursuant to the definition of Regulation S“Significant Subsidiary”), 4.02 (Non-KReliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant), 5.02(a)(1) (only with respect to a director of the Company who resigns due to a disagreement) and 5.02(c)(1) (only with respect to the appointment of the principal executive officer and the principal financial officer of the Company), each as in effect on the Issue Date if the Company were required to file such reports; provided, however, that (Aa) no such current report will be required to include as an exhibit, exhibit or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its SubsidiariesSubsidiaries or any parent company) and any director, manager or executive officer, of the Company (or any of its SubsidiariesSubsidiaries or any parent company), and ; (Bb) the Company shall not in no event will such reports be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 2002, or related Items 307 307, 308 and 308 308T of Regulation S-K; (c) in no event will such reports be required to provide (i) segment reporting and disclosure (including any required by FASB Accounting Standards Codification Topic 280), (ii) separate financial statements or other information contemplated by Rules 3-05, 3-09, 3-10, 3-16 or 4-08 of Regulation S-X (or any successor provisions) or any schedules required by Regulation S-X, (iii) XBRL exhibits, (iv) earnings per share information, (v) information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, (vi) climate-related disclosures related to SEC Release Nos. 33-11275 and 34-99678, including, without limitation, any information, reports or exhibits required by Article 14 of Regulation S-X or Item 1506 of Regulation S-K promulgated by and (vii) other information customarily excluded from an offering memorandum, including any information that is not otherwise of the SEC, type and form currently included in the Offering Memorandum; (iid) Item 601 of Regulation S-K (in no event will such reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles IFRS financial measures contained therein; (e) no such reports referenced under clause (2) above will be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Company and its Restricted Subsidiaries, taken as a whole; (bf) contain in no event will reports referenced in clause (1) or (2) above be required to include as an exhibit copies of any separate agreements, financial statements, footnotes reports, letters or other items that would be required to be filed as exhibits to a Form 10-K, Form 10-Q or current report on Form 8-K; and (g) trade secrets and other confidential information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 that is competitively sensitive in the good faith and reasonable determination of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) Company may be excluded from any disclosures. All such annual reports required under Section 4.02(a) shall will be furnished within 90 125 days after the end of the fiscal year to which they relate, and all such quarterly reports shall will be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All current In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this Section 4.03, the Company shall furnish to Holders thereof and prospective investors in such Notes upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date) of the Securities Act. (b) The requirements set forth in Section 4.03(a) hereof may be satisfied by (i) delivering such information electronically to the Trustee and (ii) 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 shall be given to Holders and 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 and who acknowledge the confidentiality of the information. The Issuers will also make available copies of all reports required under by Section 4.02(a4.03(a) hereof, if and for so long as the Notes are listed on the Official List of TISE and if and to the extent that the rules of TISE so require. The Company or the Issuers shall promptly conduct a quarterly conference call that the Holders may attend to discuss the financial condition and results of operations of the Company and its subsidiaries for the most recently ended measurement period for which financial statements have been delivered pursuant to Section 4.03(a), at a date and time to be furnished determined by the Company or the Issuers with reasonable advance notice to the Trustee. (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 may satisfy the requirements of this Section 4.03 by filing with the SEC within the time periods specified in the SEC’s rules and regulations for reporting companies under that are then applicable to the Company all the reports and information described in the preceding paragraphs, but without giving effect to any of the provisos contained in such paragraphs, and any other information, documents and other reports that the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information in a manner that complies in all material respects with the SEC via requirements specified in the XXXXX filing systemapplicable forms promulgated by the SEC. (d) The Company shall furnish to Holders In the event of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. If Parent becoming a Guarantor or that any other direct or indirect parent company of the Company has designated guarantees the Notes (which shall be permitted, subject to compliance with this Indenture, at any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiariestime, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by Section 4.02(a)(1) shall include a presentation of selected financial metrics (in at the Company’s sole discretion) of such Unrestricted Subsidiaries as a group or files the reports specified in Section 4.03(a) hereof with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseSEC, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under in this Section 4.02(a) 4.03 with respect to the financial information relating to the Company by furnishing financial information relating to any parent entity of the Companysuch parent; provided that the same is accompanied by selected financial metrics (consolidating information that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the its Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. Such parent shall not be considered a Guarantor by virtue of providing such guarantee, which may be released at any time. The obligations under this Section 4.03 may be satisfied by having the applicable entity file reports containing the information contemplated hereby within the timeframes contemplated hereunder with the SEC. Delivery of reports, information and documents to the Trustee hereunder is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s or the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so long as any Securities are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall furnish to the Holders and the Trustee the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer, of the Company (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to in accordance with Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) 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.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that Following 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 Issue Date and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Consolidated EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.012.01 (which, with respect to acquisitions, shall be only with respect to acquisitions that are “significant” pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X), 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and (cprincipal operating officer) and 5.02(c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of Parent Entity or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of Parent Entity or its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such financial statements, information or reports be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (iw) Section 302, 404 or 906 of the XxxxxxxxRule 3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X promulgated by the SEC (or 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-X promulgated by the SEC), (iix) Item 601 Rule 3-09 of Regulation S-K X (with respect to exhibitsor such other rule or regulation that amends, supplements or replaces such Rule 3-09), (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) or (iiiz) any requirement to otherwise include any schedules or separate financial statements of any Subsidiaries of the Issuer or any Parent Entity, Affiliates or equity method investees (ii) in no event shall such financial statements, information or 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-generally accepted accounting principles GAAP financial measures contained therein, (biii) contain any separate no such financial statements, footnotes information or reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Issuer and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such financial statements, information or reports be required to include any information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (2) above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit copies of any agreements, financial statements or other information contemplated by Rule 3items that would be required to be filed as exhibits to a current report on Form 8-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, K except for (cx) include agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the extent reasonably available and, in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) any case with respect to pro forma financial statements, to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual information and reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the At any time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to that any Holder and to any beneficial owner or potential purchaser of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Issuer’s Subsidiaries are not freely transferable under the Securities Act. If the Company has designated any of its Unrestricted 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 CompanyIssuer, then the quarterly and annual and quarterly financial information required by Section 4.02(a)(1) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group footnotes thereto, 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 Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of the Issuer. The Issuer shall make available such information and such reports (as well as the details regarding the conference call described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information and reports on its website, on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information and reports readily available to any bona fide Holder, any prospective investor in the Notes (as determined in the Issuer’s sole discretion and which prospective investors shall, in any event, be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons that certify their status as such to the reasonable satisfaction of the Issuer), any securities analyst (to the extent providing analysis of investment in the notes) or any market maker in the Notes who agrees to treat such information and reports as confidential or accesses such information and reports on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information and reports thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any such Holder, beneficial owner, bona fide prospective investor, security analyst or market maker that is a competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, beneficial owners, bona fide prospective investors, security analysts or 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). The Issuer (or a Parent Entity) shall 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 (including a customary Q&A session) no later than ten Business Days after distribution of such financial information.” (eb) The Issuer shall provide S&P and Xxxxx’x (and their respective successors) with information on a periodic basis as S&P or Moody’s, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) The Issuer may satisfy its obligations under this Section 10.09 with respect to financial information relating to the Issuer by furnishing financial and other information relating to any Parent Entity instead of the Issuer; provided, that to the extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceed the lesser of (i) 1.0% of consolidated revenues of such Parent Entity and (ii) 1.0% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information of such Parent Entity, on the one hand, and the information relating to the Issuer and its Subsidiaries on a stand-alone basis, on the other hand. (d) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) if the Issuer or any Parent Entity has filed reports containing such information with the SEC. To the extent any information is not provided within the time periods specified in this Section 10.09 and such information is subsequently provided, the Issuer shall 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. The Trustee shall have no responsibility to determine if the Issuer has filed any statements or information with the SEC or posted such statements or information on its website or Intralinks or any comparable password-protected online data system. Delivery of such reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of those materials will such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officersofficers’ Certificatescertificates). It is understood that the The Trustee shall have no obligation whatsoever not be obligated to monitor or confirm, on a continuing basis or otherwise, the CompanyIssuer’s compliance with this Section 4.02, the covenants or with respect to determine whether any reports or not such financial statements, information, other documents or reports have been posted on any website or online data system or filed with the SEC or to website under this Indenture, or participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating . Delivery of reports to the Company by furnishing financial information relating to any parent entity Trustee shall not constitute knowledge of, or notice to, the Trustee of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other handcontained therein.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Pattern Ops shall furnish to the Holders and of the Trustee Notes the following reports: (1i) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and or 10-Q Q, as applicable, of the CompanyPattern Ops, if the Company Pattern Ops were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”; ) in substantially the form required under Forms 10-K and 10-Q, provided that, solely for the fiscal quarter ended March 31, 2020, Pattern Ops may provide quarterly financial statements and accompanying MD&A of the Company, and (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report an opinion on the annual financial statements by the Company’s Pattern Ops’ independent registered public accounting firm; and (2ii) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (only with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Date date of the Second Supplemental Indenture if the Company Pattern Ops were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Pattern Ops (or any of Parent Entity or its Subsidiaries) and any director, manager or executive officer, of the Company Pattern Ops (or any of Parent Entity or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2ii) above if the Company Pattern Ops determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. Pattern Ops, (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits under the SEC rules; (F) trade secrets and other information that could cause competitive harm to Pattern Ops and its Subsidiaries may be excluded from any disclosures; (G) such financial statements or information shall not be required to contain any “segment reporting”; and (H) such financial statements and information may, at the election of Pattern Ops, be prepared in interactive data format using eXtensible Business Reporting Language accordance with U.S. GAAP or (d) present compensation or beneficial ownership information. (c) IFRS. All such annual reports required under Section 4.02(a) for periods ending after the date of the Second Supplemental Indenture shall be furnished within 90 120 days after the end of the fiscal year (which fiscal year ends on December 31 of each calendar year as of the date of the Second Supplemental Indenture) to which they relate, and ; all such quarterly reports for periods ending after the date of the Second Supplemental Indenture shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) ; provided that the quarterly report for the fiscal quarter ending on March 31, 2020 shall be furnished within 90 days after the time periods end of such fiscal quarter; and all such current reports for triggering events occurring after the date of the Second Supplemental Indenture shall be furnished within 15 days of the due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Pattern Ops will be deemed to have furnished the reports referred to in subclauses (i) and (ii) of this Section 4.03(a) if Pattern Ops or any Parent Entity has filed reports containing such information with the SEC. If Pattern Ops or any Parent Entity does not file reports containing such information with the SEC, Pattern Ops shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data system, and shall make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential; provided that Pattern Ops shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that Pattern Ops may deny access to any competitively sensitive information otherwise to be provided pursuant to this covenant to any such Holder. For purposes , beneficial owner, bona fide prospective investor, securities analyst or market maker to the extent that Pattern Ops determines in good faith that the provision of this Section 4.02(c)such information to such Person would be competitively harmful to Pattern Ops and its Subsidiaries; and provided, the Company further, that such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall be deemed agree to have furnished (A) treat all such reports (and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) 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.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein) as confidential, including the Company’s compliance with any of its covenants under this Indenture (as B) not to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not use such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) that show the differences between the information relating to such parent, on the one hand, and the information relating to contained therein) for any purpose other than their investment or potential investment in the Company Notes and (C) not publicly disclose any such reports (and the Restricted Subsidiaries on a stand-alone basis, on the other handinformation contained therein).

Reports and Other Information. (a) Notwithstanding that From and after 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 the rules and regulations promulgated by the SECEffective Date, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Adjusted EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Circular and derived from such financial information; , and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all within 10 Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-KK promulgated by the SEC) as in effect on the Issue Effective Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, member, partner, manager or executive officer, of the Company Issuer (or any of its Subsidiaries); provided, and however, that (Bi) the Company in no event shall not such reports be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the XxxxxxxxRule 3-Xxxxx Act of 2002 or related Items 307 and 308 10 of Regulation S-K X promulgated by the SEC or contain separate financial statements for the Issuer, the Guarantors or other 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, (b) Section 3-10 of Regulation S-X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) Item 601 of Regulation S-K (in no event shall such reports be required to comply with respect to exhibits) or (iii) Regulation G under the Exchange Act or 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, (biii) contain in no event shall such reports be required to include any separate information that is not otherwise similar to information currently included in the Offering Circular, other than with respect to reports provided under clause (2) above, (iv) no such reports referenced under clause (2) above shall be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial statementsposition of the Issuer and its Restricted Subsidiaries, footnotes taken as a whole, and (v) in no event shall reports referenced in clause (2) above be required to include as an exhibit 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 except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial information contemplated by Rule 3-05to the extent reasonably available and, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SECin any case with respect to such pro forma financial information, (c) such pro forma financial information shall include financial statements only pro forma revenues, Consolidated EBITDA and capital expenditures in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership informationlieu thereof. (cb) All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) ; provided that the annual report for the first fiscal year ending after the Effective Date shall be furnished within 120 days after the time periods specified in end of such fiscal year; and provided, further, that the SEC’s rules and regulations quarterly reports for reporting companies under the Exchange Act. The Company shall make available such information and such reports to the Trustee under this Indenture, to any Holder and to any beneficial owner or potential purchaser each of the Securities, in each case by posting such information on its website, Intralinks or any comparable freely accessible online data system, fiscal quarter ending prior to and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company first three fiscal quarters ending after the Effective Date shall be deemed to have furnished such reports and information to, or filed such reports and information with, within 60 days after the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) shall include a presentation of selected financial metrics (in the Company’s sole discretion) end of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operationsapplicable fiscal quarter.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that the Company 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 the rules and regulations promulgated by the SEC, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts Accountants (or any similar replacement standard). In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1i) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2ii) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2ii) if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such current report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, therein or (D) comply with Regulation S-X. (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All such current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. . (c) The Company Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks or any comparable freely accessible password-protected online data systemsystem which will require a confidentiality acknowledgment, and shall will make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), market maker in the Company Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall be deemed to have furnished post such reports information thereon and make readily available any password or other login information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner such prospective investor, securities analyst or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemmarket maker. (d) The Company Issuer shall furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by clause (a)(i) of this Section 4.02(a)(1) 9.03 shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company Issuer may satisfy its obligations under this Section 4.02(a) 9.03 with respect to financial information relating to the Company Issuer by furnishing financial information relating to any parent entity of the CompanyIssuer; provided provided, that the same is accompanied by selected financial metrics (in the CompanyIssuer’s sole determinationdiscretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone basis, on the other hand. (f) Notwithstanding the foregoing, such requirements of Section 9.03 shall be deemed satisfied (1) by the filing of reports containing information required by this Section 9.03 with the SEC or (2) by posting such reports on the Issuer’s website, in each case to the extent filed or posted within the time periods specified above. (g) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 11.01(a) hereof 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 9.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Reports and Other Information. (a) 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 the rules and regulations promulgated by the SEC, so So long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, after the Issue Date, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1) (x) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA “Covenant EBITDA” of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.062.01 (only with respect to acquisitions that are “significant” at the 20% or greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.024.02(a) and (b), 5.01 and 5.02(b5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only and other than with respect to information otherwise required or contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its direct or indirect parent entities or its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule without limitation, Rules 3-05, Rule 3-10 or Rule 09, 3-10, 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits under the SEC rules; (G) trade secrets and other information that could cause competitive harm to the Issuer and its Restricted Subsidiaries may be excluded from any disclosures; (H) such financial statements or information shall not be required to contain any “segment reporting”; and (I) such financial statements and information may, at the election of the Issuer, be prepared in interactive data format using eXtensible Business Reporting Language accordance with U.S. GAAP or (d) present compensation or beneficial ownership information. (c) IFRS. All such annual reports required under Section 4.02(a) shall be furnished within 90 120 days after the end of the fiscal year to which they relate, and relate (within 150 days after the end of the first fiscal year ending after the Issue Date); all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate. All relate (within 90 days after the end of the first fiscal quarter reported after the Issue Date); and all such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) if the Issuer or any parent entity of the Issuer has filed reports containing substantially such information (or any such information of a parent entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks a password-protected website or any comparable freely accessible online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in the Notes) or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing system. (d) The Company shall furnish to Holders of the Securities, beneficial owners and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities are not freely transferable under the Securities Act. 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 Section 4.02(a)(1) shall include a presentation of selected financial metrics (market maker in the Company’s sole discretion) of Notes who agrees to treat such Unrestricted Subsidiaries information as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Companyconfidential; provided that the same is accompanied by selected financial metrics (Issuer shall post such information thereon and make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this covenant to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or market maker to the extent that the Issuer determines in good faith that the Company’s sole determination) that show the differences between the provision of such information relating to such parentPerson would be competitively harmful to the Issuer and its Subsidiaries; provided further, on the one handthat such Holders, beneficial owners, bona fide prospective investors, securities analysts and market makers shall agree to (A) treat all such reports (and information contained therein) as confidential, (B) not to use such reports (and the information relating to contained therein) for any purpose other than their investment or potential investment in the Company Notes and (C) not publicly disclose any such reports (and the Restricted Subsidiaries on a stand-alone basis, on the other handinformation contained therein).

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall Issuer will furnish to the Holders Holder, within fifteen (15) Business Days after filing, or in the event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the Trustee the following reportsExchange Act: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q (or any successor or comparable forms) of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information” section; and (zy) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.011.01 (including furnishing any material debt agreements that would be required to be described in such Form 8-K), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer shall make available such information and such reports (as well as the details regarding the conference call described below) to the Trustee under this Indenture, to any Holder and and, upon request, to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case case, by posting such information on its website, Intralinks or any comparable freely accessible online data system, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), the Company shall be deemed to have furnished (a) filing such reports and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via (and such reports are publicly available) or (b) posting such reports on the XXXXX filing systemIssuer’s website and issuing a press release in respect thereof. The Issuer 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 (including a customary Q&A session) no later than five (5) Business Days after distribution of such financial information. (db) The Company To the extent not satisfied by the foregoing, the Issuer shall also furnish to Holders Holders, securities analysts (to the extent providing analysis of investment in the Securities, beneficial owners Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by clause (1) of Section 4.02(a)(11009(a) shall include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) footnotes thereto, 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 as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of OperationsSubsidiaries.” (ed) Delivery of such reportsNotwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of Issuer or (ii) any information contained therein direct or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any indirect parent entity of the CompanyIssuer rather than those of the Issuer; provided that the same is accompanied by selected financial metrics (consolidating information that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with respect to this Indenture or any reports or other documents filed with the SEC or posted on any website under this Indenture, or to participate in conference calls.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts Accountants (or any similar replacement standard). In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and the Trustee the following reportsHolders: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.011.01 (including furnishing any material debt agreements that would be required to be described in such Form 8-K), 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiariessubsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiariessubsidiaries), and (B) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries taken as a whole. (b) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) . All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All such current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer shall make available such information and such reports (as well as the details regarding the conference call described below) to the Trustee under this Indenture, to any Holder and of the Notes and, upon request, to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, on Intralinks or any comparable freely accessible password-protected online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any prospective investorinvestor in the Notes, any securities analyst (to the extent providing analysis of investment in the notes) or any Holdermarket maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. For purposes The Issuer shall hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of this Section 4.02(c), investment in the Company notes) to discuss such financial information (including a customary Q&A session) no later than five (5) Business Days after distribution of such financial information; provided that the conference call for the fiscal quarter ending prior to the Issue Date shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee, the Holders held no later than ten Business Days after distribution of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed financial information for such reports or information with the SEC via the XXXXX filing systemquarter. (db) The Company Issuer shall provide S&P and Xxxxx’x (and their respective successors) with information on a periodic basis as S&P or Xxxxx’x, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. To the extent not satisfied by the foregoing, the Issuer shall also furnish to Holders Holders, securities analysts (to the extent providing analysis of investment in the Securities, beneficial owners notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act of 1933, as amended (the “Securities Act”), so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(1clause (1) of the first paragraph of this covenant shall include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) footnotes thereto, 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 as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of OperationsSubsidiaries.” (ed) Delivery of such reportsNotwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) the Trustee is for informational purposes only, and Issuer or (ii) any direct or indirect parent of the Trustee’s receipt Issuer rather than those of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, the Issuer (including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ CertificatesParent). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (consolidating information that explains in the Company’s sole determination) that show reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. (e) The Issuer will be deemed to have furnished the reports referred to above in clause (a)(1) and (2) of this covenant if the Issuer or any direct or indirect parent of the Issuer has filed reports containing such information with the SEC. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any of our covenants under the Indenture or the notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC under the Indenture.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts Accountants (or any similar replacement standard). In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders Trustee and the Trustee Holders of the Notes the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and (y) with respect to the annual and quarterly information, a presentation of EBITDA of the Company derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item Items 10, 402 and 601 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause subclause (2) if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such current report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (D) no such report will be required to comply with Regulation S-X, (E) the Issuer shall not be required to comply with Section 302, Section 404 or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K promulgated by the SEC with respect and (F) the Issuer shall not be required to provide any non-generally accepted accounting principles financial measures contained therein, (b) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by that is not otherwise similar to information currently included in the SEC, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) present compensation or beneficial ownership information. (c) Offering Memorandum. All such annual reports required under Section 4.02(a) shall be furnished within 90 105 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate; provided that the annual report for the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of the fiscal year to which it relates; and provided further that the quarterly report for the first two fiscal quarters ending after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods specified in date on which such current report would have been required to be reported pursuant to the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer shall make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks or any comparable freely accessible password-protected online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), market maker in the Company Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall be deemed to have furnished require a confidentiality acknowledgment; provided that the Issuer shall post such reports information thereon and make readily available any password or other login information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner such prospective investor, securities analyst or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemmarket maker. (db) The Company Issuer shall furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(14.03(a)(1) shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (ed) Delivery of such reports, information and documents to Notwithstanding the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseforegoing, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company Issuer may satisfy its obligations under this Section 4.02(a) with respect to financial information relating to 4.03 through the Company filing of the reports specified above by furnishing financial information relating to any parent entity of the CompanyIssuer; provided that the same is accompanied by selected financial metrics (in the CompanyIssuer’s sole determinationdiscretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the Restricted Subsidiaries on a stand-alone basis, on the other hand. (e) Notwithstanding anything to the contrary set forth above, if the Issuer (or any direct or indirect parent of the Issuer) has made available through XXXXX or SEC filings the reports and information described in the preceding paragraphs with respect to Issuer, the Issuer shall be deemed to be in compliance with this Section 4.03. (f) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the 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 Issuer 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) Notwithstanding that Whether or not the Company may not be or Intermediate Holdings is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard). In addition, so long as any Securities are outstanding, the Company shall will furnish to the Holders and the Trustee the following reportsTrustee: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual ” and quarterly information, a presentation of Adjusted EBITDA of the Company derived from such and its subsidiaries (all of the foregoing financial informationinformation to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Circular); and (z) with respect provided that, in the case of the fiscal year ended December 31, 2014, in lieu of the foregoing the Company will furnish to the Trustee annual financial statements onlyof the GRSA Entities, plus a report “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the GRSA Entities and a presentation of Adjusted EBITDA of the GRSA Entities, in each case, for the year ended December 31, 2014 and prepared on a basis substantially consistent with the annual corresponding financial statements by information included in the Company’s independent registered public accounting firm; andOffering Circular; (2) all the information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b), 5.02(c) and (c5.02(d) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company were required to file such reports; provided, however, that (A) no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to noteholders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, taken as a whole; provided, further, however, that no such current report will be required to include as an exhibit, or to include a summary of the terms of, of any employment or compensatory arrangement arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager director or executive officer, of the Company ; and (or any of its Subsidiaries), and (B3) the Company shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (2) if the Company determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material with respect to the Holders or annual financial statements only, a report on the business, assets, operations, annual financial positions or prospects of statements by the Company and its Restricted Subsidiaries taken as a whole. (b) If and Company’s independent registered public accounting firm; it being understood that for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) Company shall not be required to include, except as otherwise provided in this paragraph, any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment. (b) For so long as the Company is not subject to 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 (except for the fiscal year ended December 31, 2014 which is not required to be delivered prior to 120 days after the closing date of the Acquisition), and all such current reports shall be furnished within 10 Business Days from the time of the occurrence of any event to be reported; provided that in the event that the Company becomes subject to 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 reports shall be furnished within the time period specified for filing current reports on Form 8-K by the SEC. The Company shall notify the Trustee in writing if the Company is subject to the reporting requirements of Section 13 of 15(d) of the Exchange Act. (c) Notwithstanding the foregoing, (a) comply with the Company will not be required to furnish any information, certificates or reports required by (i) Section 302, Section 404 or Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, or related Items 307 and or 308 of Regulation S-K promulgated by the SECK, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) 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) contain any separate financial statements, footnotes or other information contemplated by Rule 3-05, Rule 3-09 and 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SECS- X; provided that, (c) include financial statements in interactive data format using eXtensible Business Reporting Language or (d) such reports 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 this covenant). (cd) All annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. All current reports required under Section 4.02(a) shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company shall make available will (x) deliver such information and such reports to the Trustee under this Indenture, to any Holder and of a Note and, upon request, to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information (a) on a publicly available section of its website, (b) to the extent that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, by filing on the SEC’s EXXXX site (or any successor thereto) or (c) on Intralinks or any comparable freely accessible password-protected online data system, which may require a confidentiality acknowledgment, and shall will make such information readily available to any prospective investorinvestor 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 Holder. For purposes of this Section 4.02(c)market maker in the Notes, in each case who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which 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, securities analyst (to the extent providing analysis of investment in the Notes) or 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 providing 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 have furnished constitute such reports quarterly conference calls for all Holders and information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemsecurities analysts. (de) The To the extent not satisfied by the foregoing, the Company shall will also furnish to Holders Holders, securities analysts (to the extent providing analysis of investment in the Securities, beneficial owners Notes) and prospective investors in the Notes upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the 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 Section 4.02(a)(1) the first paragraph of this covenant shall include a presentation reasonably detailed presentation, either on the face of selected the financial metrics (statements or in the Company’s sole discretion) footnotes thereto, 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 such Unrestricted Subsidiaries. (g) Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) Intermediate Holdings or (ii) any direct or indirect parent of Intermediate Holdings; provided that, if the financial statements so furnished relates to Intermediate Holdings or such direct or indirect parent of Intermediate Holdings, the same is accompanied by consolidating financial statements contained in Intermediate Holdings’ or such parent’s financial statements or the notes thereto that summarize in reasonable detail the differences between the financial statements and other information relating to Intermediate Holdings or such parent, on the one hand, and the financial statements and other information relating to the Company and its Restricted Subsidiaries as on a group in standalone basis, on the other hand, and, unless such differences are immaterial, the information so furnished shall include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a presentation of Adjusted EBITDA (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Circular) of the Company and its Restricted Subsidiaries on a standalone basis.” (eh) Delivery of such reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of those materials will such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesan Officer’s Certificate). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company may satisfy its obligations under Section 4.02(a) with respect to financial information relating to the Company by furnishing financial information relating to any parent entity of the Company; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) 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 stand-alone basis, on the other hand.

Reports and Other Information. (a) Notwithstanding that Whether or not the Company may not be Issuer is 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 the rules and regulations promulgated by the SECAct, so long as any Securities Notes are outstanding, the Company Issuer shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a national recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the American Institute of Certified Public Accounts (or any similar replacement standard)auditors. In addition, so long as any Securities Notes are outstanding, the Company Issuer shall furnish to the Holders and of the Trustee Notes the following reports: (1) (x) all annual and quarterly financial statements that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the CompanyIssuer, if the Company Issuer were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) with respect to the annual and quarterly information, a presentation of Adjusted EBITDA of the Company Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Company Issuer were required to file such reports; provided, however, that (A) no such current report will shall be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Company Issuer (or any of its Subsidiaries), and (B) the Company Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause subclause (2) above if the Company Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company Issuer and its Restricted Subsidiaries taken as a whole. , (bC) If and for so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the information to be delivered pursuant to Section 4.02(a) shall not no such report will be required to (a) comply with (i) Section 302, 404 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (ii) Item 601 of Regulation S-K (with respect to exhibits) or (iii) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any “non-generally accepted accounting principles GAAP” financial measures information contained therein, (bD) contain any separate financial statementsno such report shall be required to comply with Regulation S-X including, footnotes or other information contemplated by Rule 3-05without limitation, Rule 3-10 or Rule 3-16 or Article 11 of Regulation S-X promulgated by the SECthereof, (cE) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of any agreements, financial statements in interactive data format using eXtensible Business Reporting Language or other items that would be required to be filed as exhibits under the SEC rules, except for agreements evidencing material Indebtedness (dexcluding any schedules thereto); (G) present compensation or beneficial ownership informationtrade secrets may be excluded from any disclosures; and (H) such information shall not be required to contain any “segment reporting. (c) ” All such annual reports required under Section 4.02(a) shall be furnished within 90 days after the end of the fiscal year to which they relate; provided that the annual report for the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of such fiscal year, and all such quarterly reports shall be furnished within 45 60 days after the end of the fiscal quarter to which they relate; provided that the quarterly report for the first four fiscal quarters reported after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports required under Section 4.02(a) shall be furnished within 15 days of the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Company Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) above if the Issuer or any parent entity of the Issuer has filed reports containing such information with the SEC. If the Issuer or any parent entity of the Issuer does not file reports containing such information with the SEC, then the Issuer shall make available such information and such reports to the Trustee under this Indenturereports, to any Holder of the Notes and to any beneficial owner or potential purchaser of the SecuritiesNotes, in each case by posting such information on its website, Intralinks or any comparable freely accessible passwordprotected online data systemsystem which shall require a confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any Holder. For purposes of this Section 4.02(c), market maker in the Company Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable passwordprotected online data system which shall be deemed to have furnished require a confidentiality acknowledgment; provided that the Issuer shall post such reports information thereon and make readily available any password or other login information to, or filed such reports and information with, the Trustee, the Holders of the Securities and to any beneficial owner such prospective investor, securities analyst or potential purchaser of the Securities as required by this Section 4.02(c) if it has filed such reports or information with the SEC via the XXXXX filing systemmarket maker. (db) The Company Issuer shall furnish to Holders of the SecuritiesNotes, beneficial owners securities analysts and prospective investors upon request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Securities Notes are not freely transferable under the Securities Act. . (c) If the Company Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the CompanyIssuer, then the annual and quarterly information required by Section 4.02(a)(14.03(a)(1) shall include a presentation of selected financial metrics (in the CompanyIssuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (ed) Delivery of such reports, information and documents to Notwithstanding the Trustee is for informational purposes only, and the Trustee’s receipt of those materials will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). It is understood that the Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwiseforegoing, the Company’s compliance with this Section 4.02, to determine whether or not such financial statements, information, documents or reports have been posted on any website or online data system or filed with the SEC or to participate in any conference calls. (f) The Company Issuer may satisfy its obligations under this Section 4.02(a) with respect to financial information relating to the Company 4.03 by furnishing financial information relating to any parent entity of the CompanyIssuer; provided that the same is accompanied by selected financial metrics (in the Company’s sole determination) that show the differences (in the Issuer’s sole discretion) between the information relating to such parent, on the one hand, and the information relating to the Company Issuer and the its Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the 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 Issuer 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.