Common use of Reports by Company Clause in Contracts

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. This Section 9.01(a) supersedes in its entirety Section 4.2 of the Original Indenture and any reference in the Original Indenture to such Section 4.2 or any provision therein shall be deemed to refer to this Section 9.01(a) and the corresponding provision herein (a) The if any). So long as any Notes are Outstanding, the Company shall (i) file with the SEC within the time periods prescribed by its rules and regulations and (ii) furnish to the Trustee and the Holders of the Notes within 15 days after the date on which the Company would be required to file the same with the SEC pursuant to its rules and regulations (in each case of clauses (i) and (ii), giving effect to prospective purchasers of Securitiesany grace period provided by Rule 12b-25 under the Exchange Act), upon their request, the all quarterly and annual financial information required to be furnished pursuant contained in Forms 10-Q and 10-K and, with respect to Rule 144A(d)(4) under the Securities Actannual consolidated financial statements only, a report thereon by our independent auditors. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish not be required to each of (i) file any report or other information with the SEC if the SEC does not permit such filing, although such reports shall be required to be furnished to the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished . Documents filed by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (SEC via the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis Gathering and Retrieval (“XXXXX”) system (or any successor system, the Company ) shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed be deemed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements have been furnished to the Trustee in compliance with and the provisions of Section 314(a) Holders of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that Notes as of the Company makes with the Commission, regardless of whether time such filings documents are periodic, supplemental or otherwisefiled via XXXXX. Delivery of such reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of only and the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it or constructive notice of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s compliance with any of its the Company’s covenants hereunder, under this Indenture (as to which the Trustee is entitled to conclusively rely upon on an Officers’ CertificatesCertificate). The Trustee shall have no duty whatsoever to determine filing requirements.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCthe Purchaser at 0000 Xxxxxx Xxxx., 000 Xxxx xxxxxxSuite 450, Xxxxx 00Arlington, Xxx XxxxVA 22201, Xxx Xxxx 00000 (Attention: Xxxxxx Xxxxxx, Chief Financial Officer, or such other address as designated by Taberna Capital Management, LLC), Purchaser) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCPurchaser), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of SecuritiesSenior Notes, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesSenior Notes, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC)the Purchaser, (iv) any beneficial owner of the Securities Senior Notes reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), the Purchaser) and (v) any designee of (i), (ii), (iii), ) or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not publicly available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredXXXXX. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates. (d) The Trustee shall deliver, following its receipt thereof, a copy of all reports, certificates and information which it is entitled to receive under each of the Operative Documents, to (i) each Purchaser and (ii) a designee of (i) above, as identified in writing to the Trustee.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCBear, Xxxxxxx & Co. Inc., 000 Xxxx xxxxxx, Xxxxx 00Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, Attn: Xxx Xxxxxxx or such other address as designated by Taberna Capital ManagementBear, LLC), Xxxxxxx & Co. Inc.) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital ManagementBear, LLCXxxxxxx & Co. Inc.), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, Attn: Xxxxxxx Xxxxx or such other address as designated by Taberna Capital Management, LLC), LLC and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC.), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management00000, LLC), Attn: Xxxxxxxx Xxxx and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers Holders of SecuritiesSenior Notes, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesSenior Notes, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities Senior Notes reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), owner) and (viv) any designee of (i), (ii), ) or (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit (to the extent such financial statements and reports are not publicly available by such dates via XXXXX), and the general and administrative expense reports referenced in such Exhibit, which certificate and certificate, financial statements and reports shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the obligation to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates. (d) The Trustee shall deliver, following its receipt thereof, a copy of all reports, certificates and information which it is entitled to receive under each of the Operative Documents, to (i) each Holder and (ii) a designee of (i) above, as identified in writing to the Trustee.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of SecuritiesHolders, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Xxxxx Bros. Financial Management LLCLLC (at 0000 Xxxxxx Xxxxxx, 000 Xxxx xxxxxx00xx Xxxxx, Xxxxx 00Xxxxxxxxxxxx, Xxx XxxxXxxxxxxxxxxx 00000, Xxx Xxxx 00000 (Attn: Xxxxxxx Xxxxxxx or such other address as designated by Taberna Capital Management, Xxxxx Bros. Financial Management LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Xxxxx Bros. Financial Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of SecuritiesSenior Notes, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesSenior Notes, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities Senior Notes reasonably identified to and confirmed by the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), the Purchaser) and (viv) any designee of (i), (ii), ) or (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not publicly available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredEXXXX. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates. (d) The Trustee shall deliver, following its receipt thereof, a copy of all reports, certificates and information which it is entitled to receive under each of the Operative Documents, to (i) each Purchaser and (ii) a designee of (i) above, as identified in writing to the Trustee.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate the financial statements referenced in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below)XXXXX; if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Unless filed with the Securities and Exchange Commission (the “Commission”) as contemplated in Section 7.3(c) below, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 400 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Rxxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company (x) so long as the Company is registered with the Commission, not later than the time periods in which such quarterly reports would be required to be filed with the Commission after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than the time periods within which such annual report would be required to be filed with the Commission after the end of each fiscal year of the Company or (y) at any time that the Company is not registered with the Commission, not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable, and shall satisfy its obligations to the Trustee and the Holders of the Securities under Section 7.3(b). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Kodiak Capital Management Company LLC, 000 Xxxx xxxxxx0000 Xxxxxx Xxxxxxxxx, Xxxxx 00Suite 400, Xxx XxxxArlington, Xxx Xxxx 00000 (Virginia 22201, Attention: Xxxxxx X. Xxxxxx or such other address as designated by Taberna Kodiak Capital Management, Management Company LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Kodiak Capital Management, Management Company LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to or, if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting of quarterly reports on Form 10-Q and annual reports on Form 10-K. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Dekania Capital Management Management, LLC, 000 0000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx XX 00000 (or such other address as designated by Taberna Dekania Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Dekania Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate the financial statements referenced in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below)XXXXX; if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCCohen Bros. & Company, 000 Xxxx xxxxxx450 Park, Xxxxx 0023rd Floor, Xxx XxxxNew York, Xxx Xxxx 00000 (NY 10022, Attn: Xxxchell Kahn or such other address as designated by Taberna Capital Management, LLC), xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxx Xxos. & Coxxxxx) xxx (ivxv) any beneficial owner of the Securities reasonably Securitiex xxxsonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCCohen Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate subxxxxxially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed prxxxxxbed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedxxxxx. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company and/or the Guarantor shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company and/or the Guarantor shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCXxxxx Bros. & Company, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), Xxxxx Bros. & Company) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCXxxxx Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company and/or the Guarantor not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company Guarantor and not later than ninety (90) days after the end of each fiscal year of the Company, to Guarantor. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company and/or the Guarantor intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company and/or the Guarantor shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company and/or the Guarantor of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company and/or the Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's and/or the Guarantor's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The During any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesHolders, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 XX 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, . (c) The Company hereby notifies the Trustee that it intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCXxxxx Bros. & Company, 000 Xxxx xxxxxx0000 Xxxxxx Xxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Xxxxxxxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital ManagementXxxxx Bros. & Company, LLC), and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCXxxxx Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); provided, however, that if the Company is not a company reporting with seeks an extension of the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced time period in said Exhibit shall be delivered. (c) If the Company intends which to file its quarterly and annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes reports with the Commission, regardless such that the time for filing any report extends beyond any of whether the foregoing dates, as applicable, then the time period for which the Company shall furnish such filings are periodic, supplemental or otherwiseinformation as set forth above shall be extended accordingly for such period. Delivery of reports, information and documents to the Trustee pursuant to The delivery requirements under this Section 7.3(c7.3(b) shall may be solely for purposes of satisfied by compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.8.16(b)

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereofhereof by the Company Parent. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 each Purchaser (as defined in the Purchase Agreements) or such other address as designated by Taberna Capital Management, LLC), thereby) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) aboveCompany, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five sixty (4560) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety one hundred twenty (90120) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX Trust Agreement. (as defined below); if the c) The Company is not a company reporting Parent files its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company Parent makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Kodiak Capital Management LLC, 000 Xxxx xxxxxx0000 Xxxxxx Xxxxxxxxx, Xxxxx 00Arlington, Xxx Xxxx, Xxx Xxxx 00000 Virginia 22201 (or such other address as designated by Taberna Kodiak Capital Management LLC), (iv) Attentus Capital Management, LLC, 0000 Xxxxxx Xxxxxxxxx, Arlington, Virginia 22201 (or such other address as designated by Attentus Capital Management, LLC), (ivv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Kodiak Capital Management LLC or Attentus Capital Management, LLC), and (vvi) any designee of (i), (ii), (iii), (iv) or (ivv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Whether or not required by the Commission, so long as any Securities are outstanding, the Company shall furnish to the Holders Securityholders, within the time periods specified in the Commission’s rules and to prospective purchasers of Securities, upon their request, the regulations for non-accelerated filers: (1) all quarterly and annual financial information that would be required to be furnished pursuant contained in a filing with the Commission on Forms 10-Q and 10-K (or any successor or comparable forms) if the Company were required to Rule 144A(d)(4file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) under all current reports that would be required to be filed with the Securities ActCommission on Form 8-K if the Company were required to file such reports. The delivery requirement set forth Whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the preceding sentence may be satisfied by compliance with Section 7.3(bCommission’s rules and regulations (unless the Commission shall not accept such a filing) hereofand make such information available to securities analysts and prospective investors upon request. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of only and the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to rely upon exclusively on Officers’ Certificates). (c) For so long as Neiman Marcus, Inc. (the “Parent”) is a guarantor under this Indenture or if at any time any other direct or indirect parent company of the Company is a guarantor of the Securities, the reports, information and other documents required to be filed and furnished to the Securityholders pursuant to this Section 704 may, at the option of the Company, be filed by and be those of Parent or such other parent, as applicable, rather than the Company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent or such other parent, on one hand, and the information relating to the Company on a standalone basis, on the other hand

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Dekania Capital Management LLCManagement, 000 Xxxx xxxxxxLLC (at 0000 Xxxxxx Xxxxxx, Xxxxx 0000xx Xxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 (Xxxxxxxxxxxx 00000, or such other address as designated by Taberna Dekania Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Dekania Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCCxxxx Bros. & Company, 000 Xxxx xxxxxx400 Xxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Mxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), Cxxxx Bros. & Company) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCCxxxx Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (ai) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (bii) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company (x) so long as the Company is registered with the Commission, not later than the time periods in which such quarterly reports would be required to be filed with the Commission after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than the time periods within which such annual report would be required to be filed with the Commission after the end of each fiscal year of the Company or (y) at any time that the Company is not registered with the Commission, not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (ciii) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, or any successor reporting system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable, and shall satisfy its obligations to the Trustee and the Holders of the Securities under Section 7.3(b). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx450 Park, Xxxxx 0023’d Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.30) may be satisfied by compliance with Section 8:16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The So long as the Company is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from such reporting requirements pursuant to Rule 12g3-2(b) under the Exchange Act, the Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCXxxxx & Company Financial Management, 000 LLC (at Xxxx xxxxxxCentre, 0000 Xxxx Xxxxxx, Xxxxx 000000, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 (XX 00000, Attn: Xxxxxxx Xxxxxxx, or such other address as designated by Taberna Capital Xxxxx & Company Financial Management, LLC), and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Xxxxx & Company Financial Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, A including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety one hundred twenty five (90125) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof7.3 (b). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Kodiak Capital Management Company LLC, 000 Xxxx xxxxxx2000 Xxxxxx Xxxxxxxxx, Suite 450, Arlington, Virginia 22201, Attention: N. Dxxxx Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Kodiak Capital Management, Management Company LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Kodiak Capital Management, Management Company LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to or, if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities of quarterly reports on Form 10-Q and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered.annual reports on Form 10-K. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3 (b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCCxxxx Bros. & Company, 000 1000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Mxxxxxxx Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), Cxxxx Bros. & Company) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCCxxxx Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall shall, during any period in which it is not subject to Section 13 or 15(d) of the Exchange Act, furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesSecurities reasonably identified to the Company, (iii) Taberna Kodiak Capital Management Company LLC, 000 Xxxx xxxxxx2000 Xxxxxx Xxxxxxxxx, Xxxxx 00Suite 450, Xxx XxxxArlington, Xxx Xxxx 00000 (Virginia 22201, Attention: Rxxxxx X. Xxxxxx or such other address as designated by Taberna Kodiak Capital Management, Management Company LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Kodiak Capital Management, Management Company LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company; provided, to the extent such financial statements are not available by such dates via XXXXX (however, that so long as defined below); if the Company is a publicly reporting company, the Company has filed with the Commission the relevant annual or quarterly report referenced in such certificate and such report is publicly available on the EXXXX system, then the Company shall not a company reporting be required to furnish such certificate and financial statements. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement. (c) If the Company does not intend to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall cause NorthStar Realty Finance Corp., the general partner of the Company, to furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), LLC and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety ninety-five (9095) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company If the Guarantor is no longer subject to the reporting requirements of the Exchange Act, the Guarantor shall furnish to each of (i) the Trustee, Trustee and (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified LLC upon written notice to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (vCompany) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company Guarantor not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company Guarantor and not later than ninety (90) days after the end of each fiscal year of the Company, Guarantor. (c) If the Guarantor intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company Guarantor shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company Guarantor of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available or have not been filed by the Company on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (or any successor to such dates via XXXXX (as defined below)electronic filing system, “XXXXX”) within the required time period; if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivereddelivered to the Trustee and the Holders as provided above. If such statements are available via XXXXX the Company shall not be required to provide either the certificate or the financial statements. (c) If the Company intends does not intend to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) XXXXX system, the Company shall notify the Trustee in the manner prescribed herein of and shall deliver the certificates and financial statements for each such annual and quarterly filingfiling period as provided in subsection (b) above. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. The Trustee may register with the Company on the Company’s website to receive the information so filed but shall not be required to do so. Taberna Capital Management, LLC is likewise authorized to register with the Company on the Company’s website to receive the information so filed but shall not be required to do so. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Dekania Capital Management LLCManagement, 000 Xxxx xxxxxxLLC (at 0000 Xxxxxx Xxxxxx, Xxxxx 0000xx Xxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 (Xxxxxxxxxxxx 00000, or such other address as designated by Taberna Dekania Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Dekania Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCManagement, LLC (at 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Xxxxx Bros. Financial Management LLC, 000 Xxxx xxxxxx1800 Xxxxxx Xxxxxx, Xxxxx 0000xx Xxxxxx, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 (Xxxxxxxxxxxx 03103), or such other address as designated by Taberna Capital Management, Xxxxx Bros. Financial Management LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Xxxxx Bros. Financial Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCthe Purchaser at 0000 Xxxxxx Xxxx., 000 Xxxx xxxxxxSuite 450, Xxxxx 00Arlington, Xxx XxxxVA 22201, Xxx Xxxx 00000 (Attention: Xxxxxx Xxxxxx, Chief Financial Officer, or such other address as designated by Taberna Capital Management, LLC), Purchaser and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCPurchaser), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 0000 Xxxx xxxxxxXxxxxx, Xxxxx 00Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCowner), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting commencing with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredlast quarter of 2011. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicableapplicable and permitted by the Trust Indenture Act. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section Sections 7.3(c) and 7.3(b) as to the following sentence shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act to the extent permitted by the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital TP Management LLC, c/o Fortress Investment Group, 000 Xxxx xxxxxxXxxxxxxx Xxxxxxx, Xxxxx 000000, Xxx XxxxXxxxxxx, Xxx Xxxxxxx 00000, Attn: Xxxx 00000 X. Xxxxxxxxx (or such other address as designated by Taberna Capital Management, TP Management LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, TP Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, . (c) The Company intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish deliver to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (iiwithin 15 days after it is required to file the same with the SEC, copies of all annual reports, quarterly reports and other documents that it files with the SEC pursuant to Sections 13 or 15(d) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). The Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements also shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting comply with the Securities and Exchange Commission (the “Commission”provisions of TIA Section 314(a). The Trustee agrees that any such information, such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information documents or reports filed with the Commission in electronic form SEC pursuant to Regulation S-T of the Commission using the Commission’s its Electronic Data Gathering, Analysis and Retrieval (“or XXXXX”) systemsystem or any successor thereto shall constitute delivery of the same to the Trustee; provided, however, that the Company shall promptly notify the Trustee in writing of any such filing, and provided further that the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty responsibility whatsoever to search for or obtain determine whether such filing has taken place. (b) During any electronic or other filings that period in which the Company makes with is not subject to Section 13 or 15(d) under the CommissionExchange Act, regardless the Company will make available to the Holders or beneficial Holders of whether the Securities or the Common Stock issued upon conversion and prospective purchasers, upon their request, the information, if any, required under Rule 144A(d)(4) under the Securities Act until such filings time as such Securities are periodicno longer “restricted securities” within the meaning of Rule 144 under the Securities Act, supplemental or otherwise. assuming these Securities have not been owned by an Affiliate of the Company. (c) Delivery of the reports, information and documents described in clauses (a) and (b) above to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) andonly, if applicable, with Section 314(a) of and the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate). (d) Subject to Section 5.02(f), if, at any time during the six-month period beginning on, and including, the date which is six months after the last original date of issuance of the Securities and ending on the date which is the one year anniversary of the last original date of issuance of the Securities, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Securities are not otherwise freely tradable by holders other than the Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Company shall pay a one time Additional Interest payment in respect of the Securities at the rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Company’s failure to file, or the failure of the Securities to be freely tradable by Holders other than the Company’s Affiliates, has occurred and is continuing. The Company shall pay any Additional Interest pursuant to this Section 5.02(d) on the next Interest Payment Date to the record holder. (e) Subject to Section 5.02(f), unless (i) the restrictive legend on the Securities has been removed, and (ii) the Securities are freely tradable pursuant to Rule 144 under the Securities Act without volume restrictions by holders other than Affiliates of the Company (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), as of the 365th day after the last date of the original issuance of the Securities, the Company shall pay Additional Interest on the Securities at an annual rate equal to 0.50% of the aggregate principal amount of the Securities. So long as a condition described in either (i) or (ii) of this Section 5.02(e) continues, the Company shall pay such Additional Interest on February 1 and August 1 of each year to the Person who is the holder of record of the Securities on the immediately preceding January 15 and July 15. When such registration default ceases to continue, accrued and unpaid Additional Interest through the date of cessation shall be paid in arrears on the subsequent Interest Payment Date to the record holder. During the period of one year after the last date of the original issuance of the Securities, the Company shall not, and shall not permit any of its Affiliates (who was an Affiliate at the time of, or at any time during the three months preceding the sale) to, resell any of the Securities that constitute “restricted securities” under Rule 144 that have been reacquired by any of them. The Securities shall be issued with a restricted CUSIP number. Until such time as the Company notifies the Trustee to remove the restricted legend from the Securities, the restricted CUSIP will be the CUSIP number for the Securities. At such time as the Company notifies the Trustee to remove the restrictive legend from the Securities, such legend will be deemed removed from any Global Securities and an unrestricted CUSIP number for the Securities will be deemed to be the CUSIP number for the Securities. (f) Notwithstanding the foregoing, if the restrictive legend on the Securities has not been removed pursuant to Section 2.13(c) or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Company shall have the right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon Officers’ Certificatesconversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (to each Person listed on Schedule 7.3 at such Person’s respective address listed thereon or such other address as designated by Taberna Capital Management, LLC), such Person and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCthe Holder), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the calculation of the Interest Coverage Calculation and Interest Coverage Trigger and the financial statements and other supporting financial information referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), LLC and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such Trust Agreement. Financial statements and financial statements are not available by such dates via XXXXX (information provided as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such set forth in form attached hereto as Exhibit and the financial statements referenced in said Exhibit A shall be deliveredprovided for informational purposes only. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCXxxxx Bros. & Company, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), Xxxxx Bros. & Company and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) aboveXxxxx Bros. & Company, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such Trust Agreement. Financial statements and financial statements are not available by such dates via XXXXX (information provided as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such set forth in form attached hereto as Exhibit and the financial statements referenced in said Exhibit A shall be deliveredprovided for informational purposes only. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(bSECTION 7.3(B) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Cohen Bros. Financial Management LLC (at 2929 Arch Street, Suite 1703, Xxxladelphia, Pennsylvania 19104, Attn: Xxxxxxx Xxxxxxx, xx xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxx Bros. Fxxxxxxxx Xxxxxxment LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the ox xxx Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Cohen Bros. Financial Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate xxxxxficate substantially and substantively in the form attached hereto as Exhibit EXHIBIT A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this SECTION 7.3(b) may be satisfied by compliance with SECTION 8.16(B) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "COMMISSION") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed prxxxxxbed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedxxxxx. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(cSECTION 7.3(C) shall be solely for purposes of compliance with this Section SECTION 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to (i) the Holders Trustee, (ii) Xxxxx Bros. Financial Management LLC and to (iii) prospective purchasers of SecuritiesSecurities (the "Prospective Purchasers"), upon their written request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement requirements of the Company set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereofhereof by the Company. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesXxxxx Bros. Financial Management LLC (at Xxxx Centre, (iii) Taberna Capital Management LLC, 000 0000 Xxxx xxxxxxXxxxxx, Xxxxx 000000, Xxx XxxxXxxxxxxxxxxx, Xxx Xxxx 00000 (XX 00000, Attn: Xxxxxxx Xxxxxxx or such other address as designated by Taberna Capital Management, Xxxxx Bros. Financial Management LLC), (iii) First Tennessee Bank National Association and (iv) any beneficial owner of the Securities reasonably identified to who requests the Company same (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCthe Persons set forth in (b)(i) - (iv), and (v) any designee of (ieach, a "Recipient" and, collectively, the "Recipients"), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including all of the Company's financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company. Each Recipient shall maintain the confidentiality of such information except that such information may be disclosed (i) on a no-name basis to any investor in a collateralized debt obligor Holder (a "CDO Investor"), (ii) on a named-basis, to any CDO Investor or Prospective Purchaser who has agreed with such furnishing Recipient or with the Company to hold the information confidential in accordance with the terms hereof, (iii) to its officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that such Persons shall be informed of and subject to the confidentiality requirements hereof), (iv) to the extent requested by any regulatory authority, (v) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, or (vi) to the extent such financial statements are not information becomes publicly available by other than as a result of the action of such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredRecipient. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 000000, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management00000, LLC), Attn: Xxxxxx X. Xxxxx and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Unless filed with the Commission as contemplated by Section 7.3(c) below, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The , and shall satisfy its obligations to the Trustee shall have no duty to search for or obtain any electronic or other filings that and the Company makes with Holders of the CommissionSecurities, regardless of whether such filings are periodicand Taberna Capital Management, supplemental or otherwiseLLC under Section 7.3(b). Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Kodiak Capital Management Company LLC, 000 Xxxx xxxxxx0000 Xxxxxx Xxxxxxxxx, Xxxxx 00Suite 400, Xxx XxxxArlington, Xxx Xxxx 00000 (Virginia 22201, Attention: Xxxxxx X. Xxxxxx or such other address as designated by Taberna Kodiak Capital Management, LLC), Management Company LLC and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Kodiak Capital Management, Management Company LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to or, if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting of quarterly reports on Form 10-Q and annual reports on Form 10-K. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. The Company covenants and agrees to file with the Trustee: (a) The as soon as available, but in any event within 90 days after the end of each fiscal year of the Company shall furnish to commencing January 1, 2010, a copy of the Holders audited consolidated balance sheet of the Company and to prospective purchasers its consolidated Subsidiaries as at the end of Securitiessuch year and the related audited consolidated statements of operations and comprehensive income, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set member's interest and cash flows for such year setting forth in each case in comparative form the preceding sentence may be satisfied figures for the previous year, audited by compliance with Section 7.3(b) hereof.KPMG LLP or other independent registered public accounting firm of nationally recognized standing; and (b) The Company shall furnish to each of (i) the Trusteeas soon as available, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) but in any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year of the Company commencing January 1, 2010, the unaudited consolidated balance sheet of the Company and not later than ninety (90) days after its consolidated Subsidiaries as at the end of each such quarter and the related unaudited consolidated statements of operations and comprehensive income, member's interest and cash flows for such quarter and the portion of the fiscal year through the end of such quarter and setting forth in each case in comparative form the Company, to figures for the extent such previous year. All financial statements are not available by such dates via XXXXX referred to in Section 7.03(a) and (b) above shall be prepared in reasonable detail and in accordance with GAAP applied (except (x) as defined below); if the Company is not a company reporting with the Securities disclosed in reasonable detail therein or excepted therein and Exchange Commission (the “Commission”), such Exhibit and y) as to the financial statements referenced provided pursuant to Section 7.03(b), subject to the absence of footnotes and year-end adjustments (unless such footnotes and year-end adjustments are otherwise provided in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information accordance with the Commission in electronic form pursuant Company's then current internal quarterly accounting practices)) consistently throughout the periods reflected therein and with prior periods. Prior to Regulation S-T the consummation of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) systeman IPO, the Company shall notify the Trustee in the manner prescribed herein and each Holder that is a Competitor (or an Affiliate thereof) agree, whether prior to or after a Default or Event of each Default has occurred or is continuing, that such annual and quarterly filing. The Trustee Holder is hereby authorized and directed not entitled to receive or access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its any financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents informnation delivered to the Trustee pursuant to this Section 7.3(c7.03 without the Company's prior written consent (which shall not be unreasonably withheld, delayed or conditioned); provided, that, such restrictions are subject to, after giving effect to the waivers set forth in this paragraph, the Trustee's fiduciary duties to such Holder. Upon the request, the Trustee will be entitled to obtain prompt written confirmation from the Company as to whether (x) a Holder or prospective Holder is a Competitor (or an Affiliate thereof) or (y) the Company has consented that a Holder that is a Competitor (or an Affiliate thereof) may receive such financial statements or other information and, in each case, may conclusively rely on such confirmation. To the extent it may lawfully do so, each Holder waives any duty or other obligation (fiduciary or otherwise) that the Trustee may have to it in connection with the Trustee's compliance with the restrictions set forth in this Section 7.03 with respect to not furnishing financial statements or other information to a Competitor (or an Affiliate thereof). If (and for so long as) the Company, or an entity of which the Company is a consolidated Subsidiary becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, then the covenants set forth in Sections 7.03(a) and (b) shall be solely for purposes of compliance no further force or effect and the Company shall (i) within 15 days after the Company is required to file the same with this the Commission, file with the Trustee copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 7.3(c12(g) and, if applicable, with or Section 314(a15(d) of the Trust Indenture Act. The Trustee’s receipt Securities Exchange Act of such reports, information 1934 and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance (ii) file with any of its covenants hereunder, as to which the Trustee is entitled and the Commission, in accordance with the rules and regulations prescribed from time to rely upon Officers’ Certificatestime by the Commission, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations.

Reports by Company. (a) The Company shall furnish deliver to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (iiwithin 15 days after it is required to file the same with the SEC, copies of all annual reports, quarterly reports and other documents that it files with the SEC pursuant to Sections 13 or 15(d) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). The Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements also shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting comply with the Securities and Exchange Commission (the “Commission”provisions of TIA Section 314(a). The Trustee agrees that any such information, such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information documents or reports filed with the Commission in electronic form SEC pursuant to Regulation S-T of the Commission using the Commission’s its Electronic Data Gathering, Analysis and Retrieval (“XXXXX”or EXXXX) systemsystem or any successor thereto shall constitute delivery of the same to the Trustee; provided, however, that the Company shall promptly notify the Trustee in writing of any such filing, and provided further that the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty responsibility whatsoever to search for or obtain determine whether such filing has taken place. (b) During any electronic or other filings that period in which the Company makes with is not subject to Section 13 or 15(d) under the CommissionExchange Act, regardless the Company will make available to the Holders or beneficial Holders of whether the Securities or the Common Stock issued upon conversion and prospective purchasers, upon their request, the information, if any, required under Rule 144A(d)(4) under the Securities Act until such filings time as such Securities are periodicno longer “restricted securities” within the meaning of Rule 144 under the Securities Act, supplemental or otherwise. assuming these Securities have not been owned by an Affiliate of the Company. (c) Delivery of the reports, information and documents described in clauses (a) and (b) above to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) andonly, if applicable, with Section 314(a) of and the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate). (d) Subject to Section 5.02(f), if, at any time during the six-month period beginning on, and including, the date which is six months after the last original date of issuance of the Securities and ending on the date which is the one year anniversary of the last original date of issuance of the Securities, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Securities are not otherwise freely tradable by holders other than the Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Company shall pay a one time Additional Interest payment in respect of the Securities at the rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Company’s failure to file, or the failure of the Securities to be freely tradable by Holders other than the Company’s Affiliates, has occurred and is continuing. The Company shall pay any Additional Interest pursuant to this Section 5.02(d) on the next Interest Payment Date to the record holder. (e) Subject to Section 5.02(f), unless (i) the restrictive legend on the Securities has been removed, and (ii) the Securities are freely tradable pursuant to Rule 144 under the Securities Act without volume restrictions by holders other than Affiliates of the Company (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), as of the 365th day after the last date of the original issuance of the Securities, the Company shall pay Additional Interest on the Securities at an annual rate equal to 0.50% of the aggregate principal amount of the Securities. So long as a condition described in either (i) or (ii) of this Section 5.02(e) continues, the Company shall pay such Additional Interest on June 1 and December 1 of each year to the Person who is the holder of record of the Securities on the immediately preceding May 15 and November 15. When such registration default ceases to continue, accrued and unpaid Additional Interest through the date of cessation shall be paid in arrears on the subsequent Interest Payment Date to the record holder. During the period of one year after the last date of the original issuance of the Securities, the Company shall not, and shall not permit any of its Affiliates (who was an Affiliate at the time of, or at any time during the three months preceding the sale) to, resell any of the Securities that constitute “restricted securities” under Rule 144 that have been reacquired by any of them. The Securities shall be issued with a restricted CUSIP number. Until such time as the Company notifies the Trustee to remove the restricted legend from the Securities, the restricted CUSIP will be the CUSIP number for the Securities. At such time as the Company notifies the Trustee to remove the restrictive legend from the Securities, such legend will be deemed removed from any Global Securities and an unrestricted CUSIP number for the Securities will be deemed to be the CUSIP number for the Securities. (f) Notwithstanding the foregoing, if the restrictive legend on the Securities has not been removed pursuant to Section 2.13(c) or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Company shall have the right to designate an effective shelf registration statement for the resale by the Holders of the Securities or holders of any shares of Common Stock issuable upon Officers’ Certificatesconversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, . (c) The Company intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Cohen Bros. Financial Management LLC (at 1818 Market Street, 28th Floox, Xxiladelphia, Pennsylvania 19103, Attn: Xxxxxxx Xxxxxxx xx xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxx Xros. Finxxxxxx Xxxxxxxxnt LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the xxx Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Cohen Bros. Financial Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate cxxxxxicate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed prexxxxxed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedfxxxx. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. The Company covenants and agrees to file with the Trustee: (a) The as soon as available, but in any event within 120 days after the end of each fiscal year of the Company shall furnish to commencing January 1, 2010, a copy of the Holders audited consolidated balance sheet of the Company and to prospective purchasers its consolidated Subsidiaries as at the end of Securitiessuch year and the related audited consolidated statements of operations and comprehensive income, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set member’s interest and cash flows for such year setting forth in each case in comparative form the preceding sentence may be satisfied figures for the previous year, audited by compliance with Section 7.3(b) hereof.KPMG LLP or other independent registered public accounting firm of nationally recognized standing; and (b) The Company shall furnish to each of (i) the Trusteeas soon as available, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) but in any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company event not later than forty-five (45) 45 days after the end of each of the first three fiscal quarters quarterly periods of each fiscal year of the Company commencing January 1, 2010, the unaudited consolidated balance sheet of the Company and not later than ninety (90) days after its consolidated Subsidiaries as at the end of each such quarter and the related unaudited consolidated statements of operations and comprehensive income, member’s interest and cash flows for such quarter and the portion of the fiscal year through the end of such quarter and setting forth in each case in comparative form the Company, to figures for the extent such previous year. All financial statements are not available by such dates via XXXXX referred to in Section 7.03(a) and (b) above shall be prepared in reasonable detail and in accordance with GAAP applied (except (x) as defined below); if the Company is not a company reporting with the Securities disclosed in reasonable detail therein or excepted therein and Exchange Commission (the “Commission”), such Exhibit and y) as to the financial statements referenced provided pursuant to Section 7.03(b), subject to the absence of footnotes and year-end adjustments (unless such footnotes and year-end adjustments are otherwise provided in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information accordance with the Commission in electronic form pursuant Company’s then current internal quarterly accounting practices)) consistently throughout the periods reflected therein and with prior periods. Prior to Regulation S-T the consummation of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) systeman IPO, the Company shall notify the Trustee in the manner prescribed herein and each Holder that is a Competitor (or an Affiliate thereof) agree, whether prior to or after a Default or Event of each Default has occurred or is continuing, that such annual and quarterly filing. The Trustee Holder is hereby authorized and directed not entitled to receive or access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its any financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents delivered to the Trustee pursuant to this Section 7.3(c7.03 without the Company’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned); provided, that, such restrictions are subject to, after giving effect to the waivers set forth in this paragraph, the Trustee’s duties to such Holder. Upon the request, the Trustee will be entitled to obtain prompt written confirmation from the Company as to whether (x) a Holder or prospective Holder is a Competitor (or an Affiliate thereof) or (y) the Company has consented that a Holder that is a Competitor (or an Affiliate thereof) may receive such financial statements or other information and, in each case, may conclusively rely on such confirmation. To the extent it may lawfully do so, each Holder waives any duty or other obligation (fiduciary or otherwise) that the Trustee may have to it in connection with the Trustee’s compliance with the restrictions set forth in this Section 7.03 with respect to not furnishing financial statements or other information to a Competitor (or an Affiliate thereof). If (and for so long as) the Company, or an entity of which the Company is a consolidated Subsidiary becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, then the covenants set forth in Sections 7.03(a) and (b) shall be solely for purposes of compliance no further force or effect and the Company shall (i) within 15 days after the Company is required to file the same with this the Commission, file with the Trustee copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 7.3(c12(g) and, if applicable, with or Section 314(a15(d) of the Trust Securities Exchange Act of 1934 and (ii) file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture Actas may be required from time to time by such rules and regulations. The Delivery of any reports, information or documents to the Trustee described in this Section 7.03 is for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall should not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereof, information contained therein including the Company’s compliance with any of its covenants hereunder, covenant hereunder (as to which the Trustee is entitled to rely upon Officers’ Certificatesconclusively on an Officer’s Certificate). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness of the information or statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The During any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesHolders, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, . (c) The Company hereby notifies the Trustee that it intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company (on behalf of itself and Reading NZ) shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCthe Purchaser at 2000 Xxxxxx Xxxx., 000 Xxxx xxxxxxSuite 400, Xxxxx 00Arlington, Xxx XxxxVA 22201, Xxx Xxxx 00000 (Attention: Rxxxxx Xxxxxx, Chief Financial Officer, or such other address as designated by Taberna Capital Management, LLC), Purchaser) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCPurchaser), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Whether or not required by the Commission, so long as any Securities are outstanding, the Company shall furnish to the Holders Securityholders, within the time periods specified in the Commission's rules and to prospective purchasers of Securities, upon their request, the regulations for non-accelerated filers: (1) all quarterly and annual financial information that would be required to be furnished pursuant contained in a filing with the Commission on Forms 10-Q and 10-K (or any successor or comparable forms) if the Company were required to Rule 144A(d)(4file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (2) under all current reports that would be required to be filed with the Securities ActCommission on Form 8-K if the Company were required to file such reports. The delivery requirement set forth Whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the preceding sentence may be satisfied by compliance with Section 7.3(bCommission's rules and regulations (unless the Commission shall not accept such a filing) hereofand make such information available to securities analysts and prospective investors upon request. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of only and the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s 's compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to rely upon exclusively on Officers’ ' Certificates). (c) For so long as Neiman Marcus, Inc. (the "Parent") is a guarantor under this Indenture or if at any time any other direct or indirect parent company of the Company is a guarantor of the Securities, the reports, information and other documents required to be filed and furnished to the Securityholders pursuant to this Section 704 may, at the option of the Company, be filed by and be those of Parent or such other parent, as applicable, rather than the Company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent or such other parent, on one hand, and the information relating to the Company on a standalone basis, on the other hand

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Unless filed with the Commission as contemplated by Section 7.3(c) below, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 400 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Txxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The , and shall satisfy its obligations to the Trustee shall have no duty to search for or obtain any electronic or other filings that and the Company makes with Holders of the CommissionSecurities and Taberna Capital Management, regardless of whether such filings are periodic, supplemental or otherwiseLLC under Section 7.3(b). Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 400 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Txxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section section 314(a) of the Trust Indenture Act, and shall satisfy the Company’s obligations with respect to the subject of such filing under Section 7.3(b) hereof. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital TP Management LLC, 000 Xxxx xxxxxxc/o Fortress Investment Group LLC, Xxxxx 000000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxx 00000 Xxxxx; with a copy to Fortress Investment Group LLC, 000 Xxxxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attn: Xxxx X. Xxxxxxxxx (or such other address as designated by Taberna Capital TP Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital TP Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company (x) so long as the Company is registered with the Commission, not later than the time periods in which such quarterly reports would be required to be filed with the Commission after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than the time periods within which such annual report would be required to be filed with the Commission after the end of each fiscal year of the Company or (y) at any time that the Company is not registered with the Commission, not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, or any successor reporting system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable, and shall satisfy its obligations to the Trustee and the Holders of the Securities under Section 7.3(b). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Cohen Bros. Financial Management LLC (at 1818 Market Street, 28th Floox, Xxiladelphia, Pennsylvania 19103, Attn: Xxxxxxx Xxxxxxx xx xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxx Xros. Finxxxxxx Xxxxxxxxnt LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the xxx Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Cohen Bros. Financial Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate cxxxxxicate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery requirements under this Section 7.3(b) may be satisfied by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.8.16(b)

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(bSECTION 7.3(B) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Cohen Bros. Financial Management LLC (at 2929 Arch Street, Suite 1703, Xxxxadelphia, Pennsylvania 19104, Attn: Xxxxxxx Xxxxxxx, xx xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxx Bros. Fixxxxxxx Xxxxxxxent LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the xxx Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Cohen Bros. Financial Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate cxxxxxicate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this SECTION 7.3(B) may be satisfied by compliance with SECTION 8.16(B) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed prexxxxxed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedfxxxx. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.. 50

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital EuroDekania Management LLCLimited, 000 Xxxx xxxxxx0 Xxxxxx Xxxxxx, Xxxxx 00Mayfair, Xxx Xxxx, Xxx Xxxx 00000 London W1K 2AF United Kingdom (or such other address as designated by Taberna Capital Management, LLC), EuroDekania Management Limited) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCEuroDekania Management Limited), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate the financial statements referenced in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below)XXXXX; if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCXxxxx Bros. & Company, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), Xxxxx Bros. & Company) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCXxxxx Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of the Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), (iv) Kodiak CDO Management, LLC, c/o EJF Capital LLC, 0000 Xxxxxx Xxxxxxxxx, Suite 400, Arlington, Virginia, 22201, Attn: Xxxxxxx Xxxxxx (or such other address as designated by Kodiak CDO Management, LLC), (v) any other Collateral Manager and (vi) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCone or more of the Collateral Managers), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available or have not been filed by the Company on the Commission’s Electronic Data Gathering, Analysis and Retrieval system (or any successor to such dates via XXXXX (as defined below)electronic filing system, “XXXXX”) within the required time period; if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivereddelivered to the Trustee and the Holders as provided above. If such statements are available via XXXXX the Company shall not be required to provide either the certificate or the financial statements. (c) If the Company intends does not intend to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) XXXXX system, the Company shall notify the Trustee in the manner prescribed herein of and shall deliver the certificates and financial statements for each such annual and quarterly filingfiling period as provided in subsection (b) above. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. The Trustee may register with the Company on the Company’s website to receive the information so filed but shall not be required to do so. Each Collateral Manager is likewise authorized to register with the Company on the Company’s website to receive the information so filed but shall not be required to do so. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Officer’s Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCXxxxx Bros. & Company, 000 Xxxx xxxxxxXxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), Xxxxx Bros. & Company and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) aboveXxxxx Bros. & Company, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company. Notwithstanding the foregoing, the Company will have until May 5, 2005 to provide audited financial statements audited by KPMG LLP in form and substance reasonably satisfactory to the extent such Purchaser in all material respects for the fiscal year ended December 31, 2004. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement. Financial statements and financial statements are not available by such dates via XXXXX (information provided as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such set forth in form attached hereto as Exhibit and the financial statements referenced in said Exhibit A shall be deliveredprovided for informational purposes only. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of SecuritiesSenior Notes, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesSenior Notes, (iii) Taberna Capital Management LLCJPMorgan Chase Bank, N.A., 000 Xxxx xxxxxxXxxxxx, Xxxxx 000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (00000, Attention: Xx. Xxxx X. McDonagh or such other address as designated by Taberna Capital Management, LLC), the Original Noteholder) and (iv) any beneficial owner of the Securities Senior Notes reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital ManagementJPMorgan Chase Bank, LLCN.A.), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to or, if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities of quarterly reports on Form 10-Q and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered.annual reports on Form 10-K. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 400 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Txxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Xxxxx Bros. Securities, LLC, 000 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attn: Xxxxxxxx Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital ManagementXxxxx Bros. Securities, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital ManagementXxxxx Bros. Securities, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Dekania Capital Management, LLC (at 1818 Market Street, 28th Floor, Philadelphia, Pennsylvania 10196, or xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Dekania Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company. The Company must provide such certificate and financial information for all of its insurance subsidiary companies, to except for PXRE Reinsurance (Barbados) Ltd. and PXRE Limited; provided, however, if either PXRE Reinsurance (Barbados) Ltd. or PXRE Limited engages in insurance activity, which insurance activity exceeds 10% of the extent such financial statements are not available by such dates via XXXXX (as defined below); if aggregate net earned premium of the Company is not and its consolidated subsidiaries as a company reporting with whole in any fiscal year, the Securities entity exceeding the 10% threshold will, from that point forward, be required to furnish the Officer's Financial Certificate and Exchange Commission (the “Commission”), such financial information pursuant to Exhibit and the financial statements referenced in said Exhibit shall be delivered.A. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed prxxxxxbed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedxxxxx. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Unless filed with the Securities and Exchange Commission (the “Commission”) as contemplated in Section 7.3(c) below, the Company shall furnish to each of (i) the TrusteeTrustee and, (ii) the Holders upon request from any Holder, to such Holder, and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) abovethe Trustee, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company (x) so long as the Company is registered with the Commission, not later than the time periods in which such quarterly reports would be required to be filed with the Commission after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than the time periods within which such annual report would be required to be filed with the Commission after the end of each fiscal year of the Company or (y) at any time that the Company is not registered with the Commission, not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable, and shall satisfy its obligations to the Trustee and the Holders of the Securities under Section 7.3(b). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders Holder and to prospective purchasers of Securitiesthe Senior Notes, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders Holder and to subsequent holders Holders of Securitiesthe Senior Notes, and (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities Senior Notes reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital ManagementCompany, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by of the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to or, if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities of quarterly reports on Form 10-Q and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered.annual reports on Form 10-K. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish furnish, or cause Equity Inns, Inc. (the "Parent REIT") to furnish, to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCCohen Bros. & Company, 000 Xxxx xxxxxx450 Park, Xxxxx 0023rd Floor, Xxx XxxxNew York, Xxx Xxxx 00000 (NY 10022, Attn: Xxxxhell Kahn or such other address as designated by Taberna Capital Management, LLC), xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxx Xxxs. & Comxxxx) xxx (ivxx) any beneficial owner of the Securities reasonably xxxxonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCCohen Bros. & Company), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate subsxxxxxally and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company or the Parent REIT not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company Parent REIT and not later than ninety (90) days after the end of each fiscal year of the Company, to Parent REIT. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX Trust Agreement. (c) For so long as defined below); if the Company is not a company reporting Parent REIT files its annual and quarterly information with the Securities and Exchange Commission (the “"Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c") If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify be deemed to have notified the Trustee in Trustxx xx the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedfxxxx. Compliance with the foregoing shall constitute delivery by the Company of its the Parent REIT's financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company Parent REIT makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Kodiak CDO Management LLC, 000 Xxxx xxxxxx0000 Xxxxxx Xxxxxxxxx, Xxxxx 00Suite 400, Xxx XxxxArlington, Xxx Xxxx 00000 Virginia 22201, Attention: Xxxxxx X. Xxxxxx (or such other address as designated by Taberna Capital Management, LLC), Kodiak CDO Management LLC to the Company) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, Kodiak CDO Management LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the CompanyCompany or, to if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting of quarterly reports on Form 10-Q and annual reports on Form 10-K. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system (or any successor thereto) (“XXXXX”) system), the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby deemed notified for purposes of the foregoing sentence that the Company intends to file its annual and quarterly information with the Commission via XXXXX until the Trustee is subsequently notified that the Company has discontinued such filings. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture ActAct and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture ActAct and shall satisfy the Company’s obligation with respect to the subject of such filing under Section 7.3(b) hereof. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCManagement, LLC at 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish furnish, or shall cause Parent to furnish, to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish furnish, or shall cause Parent to furnish, to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCManagement, LLC (“Taberna"), 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx X. Xxxxxx (or such other address as designated by Taberna Capital Management, LLC), Taberna) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCTaberna), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, . (c) If Parent intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c") If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company Parent makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Dekania Capital Management, LLC (at 1818 Market Street, 28th Floor, Philadelphia, Pennsylvania 10196, or xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx Xxxxxxx Xxxxxxx Xxxxxxxxxx, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Dekania Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed pxxxxxibed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedxxxxd. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Unless filed with the Securities and Exchange Commission (the “Commission”) as contemplated in Section 7.3(c) below, the Company shall furnish to each of (i) the TrusteeTrustee and, (ii) the Holders upon request from any Holder, to such Holder, and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) abovethe Trustee, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company (x) so long as the Company is registered with the Commission, not later than the time periods in which such quarterly reports would be required to be filed with the Commission after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than the time periods within which such annual report would be required to be filed with the Commission after the end of each fiscal year of the Company or (y) at any time that the Company is not registered with the Commission, not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable, and shall satisfy its obligations to the Trustee and the Holders of the Securities under Section 7.3(b). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company Guarantor shall furnish to each of (i) the Trustee, (ii) the Holders Trustee and to subsequent holders of Securities, (iii) Taberna Capital Management LLCManagement, 000 LLC at 400 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Txxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company Guarantor not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company Guarantor and not later than ninety (90) days after the end of each fiscal year of the Company, Guarantor. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement. (c) If the Guarantor intends to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company Guarantor shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the CompanyGuarantor’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCManagement, LLC at 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.. ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Coredo Capital Management Management, LLC, 000 Xxxx xxxxxx0xx Xxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxx Xxxxx (or such other address as designated by Taberna Coredo Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Coredo Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall cause NorthStar Realty Finance Corp., the general partner of the Company, to furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx XX 00000, Attn: Xxxxxxxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), LLC and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five fifty (4550) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety ninety-five (9095) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“"XXXXX”") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The If and for so long as CSFB, I-TRUPS or a trustee of I-TRUPS is the Holder of the Surplus Notes, the Company covenants and agrees to file with such Holder and the Trustee, (i) not later than 45 days after the end of each quarterly calendar period ending after the date of this Indenture, (A) unaudited statutory financial statements of the Company (including balance sheet and income statement) covering such period, as filed with the Applicable Regulatory Authority and (B) an Officer’s Certificate of the Company to the effect specified in Exhibit B hereto; (ii) not later than 60 days after the end of each calendar year, the unaudited statutory Annual Statement of the Company (including balance sheet and income statement) covering such fiscal year, as filed with the Applicable Regulatory Authority; (iii) upon the date of the filing with the Applicable Regulatory Authority of the report of the independent accountants with respect to the Company's audited financial statements for each calendar year, but in no event later than June 1 following the end of such calendar year, (A) audited financial statements of the Company (including balance sheet and income statement) covering such period and the corresponding report of the independent accountants and (B) an Officer’s Certificate of the Company detailing any material differences between the unaudited statutory Annual Statements for such calendar year delivered pursuant to clause (ii) above and the audited financial statements delivered pursuant to this clause; (iv) not later than 30 days after the end of the calendar year of the Company, Form 1099 or such other annual U.S. federal income tax information statement required by the Internal Revenue Code of 1986, as amended (the “Code”), containing such information with regard to the Surplus Notes as is required by the Code and the income tax regulations of the U.S. Treasury thereunder; and (v) each report on Form 10-K and Form 10-Q prepared by the Company and filed with the Commission, if any, in accordance with the Exchange Act within 5 Business Days after the filing thereof. (b) If at any time none of CSFB, I-TRUPS or a trustee of I-TRUPS remains a holder of the Surplus Notes, the Company shall furnish deliver to each Holder (i) not later than 30 days after the end of the calendar year of the Company, Form 1099 or such other annual U.S. federal income tax information statement required by the Code, if any, containing such information with regard to the Holders Surplus Notes held by such Securityholder as is required by the Code and the income tax regulations of the U.S. Treasury thereunder, (ii) each report on Form 10-K and Form 10-Q prepared by the Company and filed with the Commission, if any, in accordance with the Exchange Act not later than 15 days after the filing thereof and (iii) if the Company is at any time neither subject to prospective purchasers Section 13 or 15(d) of Securities, upon their requestthe Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the information required to be furnished pursuant to provided by Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the The Company intends covenants and agrees to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using Trustee and the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance accordance with the foregoing shall constitute delivery rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(aconditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations. (d) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of only and the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to rely upon exclusively on Officers’ Certificates).

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLCManagement, LLC (“Taberna”), 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxx X. Xxxxxx (or such other address as designated by Taberna Capital Management, LLC), Taberna) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCTaberna), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture ActAct of 1939, as amended, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Officer’s Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxxx Xxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate the financial statements referenced in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “"Commission”"), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery requirements under this Section 7.3(b) may be satisfied by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.8.16(b)

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 400 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX EXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to (i) the Holders Trustee, (ii) FTN Financial Capital Markets, (iii) Keefe, Bruyette & Woods, Inc. and to (iv) prospective purchasers of SecuritiesSecxxxxxes (xxx "Xrosxxxxxve Purchasers"), upon their written request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement requirements of the Company set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereofhereof by the Company. (b) The Company shall furnish to each of (i) the TrusteeFTN Financial Capital Markets (at 845 Crossover Lane, Suite 150, Memphis, Tennessee 38117, Attention: Xxxxx X. Xxxxxxx xx xxxx xxxxx xxxxxxx xx xxxxxxxxxx xx FTN Financiax Xxxxxxx Xxxxxxs), (ii) the Holders and to subsequent holders of SecuritiesKeefe, Bruyette & Woods, Inc. (at 787 7th Avenue, 4th Floor, New Yorx, Xxw Xxxx 00019, Xxxxntion: Mitcxxxx Xxxxxxxx xx xxxx xxxxx xxxxxxs as designated by Keefe, Bruyette & Woods, Inc.), (iii) Taberna Capital Management LLCTWE, 000 Xxxx xxxxxxLtd. c/o Maples Finance Lxxxxxd xx X.X. Box 0000 GT, Xxxxx 00Queensgate House, Xxx XxxxSouth Church Street, Xxx Xxxx 00000 George Town, Grand Cayman, Cayman Islands, Attention: Directors and (or such other address as designated by Taberna Capital Management, LLC), (ivxx) any xny beneficial owner of the Securities reasonably identified to who requests the Company same (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and the Persons set forth in (vb)(i) any designee of (i), (ii), - (iii), or (iv) aboveeach, a "Recipient" and, collectively, the "Recipients"), a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including all of the Company's financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company. Each Recipient shall maintain the confidentiality of such information except that such information may be disclosed (i) on a no-name basis to any investor in a collateralized debt obligor Holder (a "CDO Investor"), (ii) on a named-basis, to any CDO Investor or Prospective Purchaser who has agreed with such furnishing Recipient or with the Company to hold the information confidential in accordance with the terms hereof, (iii) to its officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that such Persons shall be informed of and subject to the confidentiality requirements hereof), (iv) to the extent requested by any regulatory authority, (v) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, or (vi) to the extent such financial statements are not information becomes publicly available by other than as a result of the action of such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredRecipient. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the "Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission’s 's Electronic Data Gathering, Analysis and Retrieval (“XXXXX”"EDGAR") system, the Company shall notify the Trustee in the manner prescribed pxxxxxibed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EDGAR system for purposes of retrieving the financial information so filedxxxxd. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s 's compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ ' Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The If the Company is no longer subject to the reporting requirements of the Exchange Act, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 400 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Txxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), (iv) Kodiak Capital Management Company LLC, 2000 Xxxxxx Xxxxxxxxx, Suite 400, Arlington, Virginia 22201, Attn: Chief Financial Officer (or such other address as designated by Kodiak Capital Management Company LLC) and (v) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filedfiled by the Company thereon. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The , and shall satisfy its obligations to the Trustee shall have no duty to search for or obtain any electronic or other filings that and the Company makes with Holders of the CommissionSecurities and Taberna Capital Management, regardless of whether such filings are periodic, supplemental or otherwiseLLC under Section 7.3(b). Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of SecuritiesSenior Notes, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of SecuritiesSenior Notes, (iii) Taberna Kodiak Capital Management Company LLC, 000 Xxxx xxxxxx2000 Xxxxxx Xxxxxxxxx, Xxxxx 00Suite 400, Xxx XxxxArlington, Xxx Xxxx 00000 (Virginia 22201, Attention: Rxxxxx X. Xxxxxx or such other address as designated by Taberna Kodiak Capital Management, Management Company LLC), ) and (iv) any beneficial owner of the Securities Senior Notes reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Kodiak Capital Management, Management Company LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to or, if applicable, such shorter respective periods as may then be required by the extent such financial statements are not available Commission for the filing by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities of quarterly reports on Form 10-Q and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be delivered.annual reports on Form 10-K. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXXEXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX EXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act, and shall not relieve the Company of the requirement to deliver the certificate referred to in Section 7.3(b). The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxxXxxxxx, Xxxxx 0000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxxxx Xxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement. The Company shall also furnish an Officer’s Certificate to the extent such financial statements are not available by such dates via XXXXX (as defined below); if parties identified in the first sentence of this Section 7.3(b) certifying that the Company is not a company reporting in compliance with the Securities and Exchange Commission (the “Commission”)covenant specified in Section 10.6(d) hereof, which such Exhibit and the financial statements referenced in said Exhibit certificate shall be deliveredso furnished at the same time as the certificate specified in the first sentence of this Section 7.3(b) is required to be furnished and within ten (10) days after any such party makes a request for such certification. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Unless filed with the Commission as contemplated by Section 7.3(c) below, the Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management Management, LLC, 000 Xxxx xxxxxx, Xxxxx 00Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, Attn: Xxxxxx Xxxxx (or such other address as designated by Taberna Capital Management, LLC), ) and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to . The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredTrust Agreement. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The , and shall satisfy its obligations to the Trustee shall have no duty to search for or obtain any electronic or other filings that and the Holders of the Securities, Xxxxx Bros. and Company makes with the Commissionand Taberna Capital Management, regardless of whether such filings are periodic, supplemental or otherwiseLLC under Section 7.3(b). Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The Company shall furnish deliver to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (iiwithin 15 days after it is required to file the same with the SEC, copies of all annual reports, quarterly reports and other documents that it files with the SEC pursuant to Sections 13 or 15(d) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified Exchange Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). The Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements also shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting comply with the Securities and Exchange Commission (the “Commission”provisions of TIA Section 314(a). The Trustee agrees that any such information, such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information documents or reports filed with the Commission in electronic form SEC pursuant to Regulation S-T of the Commission using the Commission’s its Electronic Data Gathering, Analysis and Retrieval (or XXXXX) system or any successor thereto shall constitute delivery of the same to the Trustee. (b) During any period in which the Company is not subject to Section 13 or 15(d) under the Exchange Act, the Company will make available to the Holders or beneficial Holders of the Securities or the Common Stock issued upon conversion and prospective purchasers, upon their request, the information, if any, required under Rule 144A(d)(4) under the Securities Act until such time as such Securities are no longer “XXXXX”restricted securities” within the meaning of Rule 144 under the Securities Act, assuming these Securities have not been owned by an Affiliate of the Company. (c) systemSubject to Section 5.02(e), if, at any time during the six-month period beginning on, and including, the date which is six months after the last original date of issuance of the Securities and ending on the date which is the one year anniversary of the last original date of issuance of the Securities, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Securities are not otherwise freely tradable by holders other than the Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), the Company shall notify pay Additional Interest in respect of the Securities at the rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Company’s failure to file, or the failure of the Securities to be freely tradable by Holders other than the Company’s Affiliates, has occurred and is continuing. The Company shall pay any Additional Interest pursuant to this Section 5.02(c) on the next Interest Payment Date to the Holders of record as of the related Record Date. (d) Subject to Section 5.02(e), unless (i) the restrictive legend on the Securities has been removed, and (ii) the Securities are freely tradable pursuant to Rule 144 under the Securities Act without volume restrictions by holders other than Affiliates of the Company (without restrictions pursuant to U.S. securities law or the terms of this Indenture or the Securities), as of the 380th day after the last date of the original issuance of the Securities, the Company shall pay Additional Interest on the Securities at an annual rate equal to 0.50% of the aggregate principal amount of the Securities. So long as a condition described in either (i) or (ii) of this Section 5.02(d) continues, the Company shall pay such Additional Interest on each Interest Payment Date to the Holders of record as of the related Regular Record Date. When such default ceases to continue, accrued and unpaid Additional Interest through the date of cessation shall be paid in arrears on the subsequent Interest Payment Date to the Holders of record as of the related Regular Record Date. The Securities shall be issued with a restricted CUSIP number. Until such time as the Company notifies the Trustee in to remove the manner prescribed herein restricted legend from the Securities, the restricted CUSIP will be the CUSIP number for the Securities. At such time as the Company notifies the Trustee to remove the restrictive legend from the Securities, such legend will be deemed removed from any Global Securities and an unrestricted CUSIP number for the Securities will be deemed to be the CUSIP number for the Securities. (e) Notwithstanding the foregoing, if the restrictive legend on the Securities has not been removed pursuant to Section 2.13(c) or the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates as of each such annual and quarterly filing. The Trustee is hereby authorized and directed the 380th day after the last date of the original issuance of the Securities (as a result of restrictions pursuant to access U.S. securities law or the XXXXX system terms of this Indenture or the Securities), the Company shall have the right to designate an effective shelf registration statement for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery resale by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) Holders of the Trust Indenture Securities or holders of any shares of Common Stock issuable upon conversion of the Securities. Additional Interest shall not accrue for each day on which such registration statement remains effective and usable by Holders for the resale of the Securities or any shares of Common Stock. Any such registration shall be effected on terms customary for convertible securities generally offered in reliance upon Rule 144A under the Securities Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. . (f) Delivery of reportsthe reports hereunder, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of only and the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to rely upon exclusively on Officers’ Certificates).

Reports by Company. (a) The Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. (b) The Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (each Person listed on Schedule 7.3 at such Person’s respective address listed thereon or such other address as designated by Taberna Capital Management, LLC), such Person and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLCthe Holder), and (v) any designee of (i), (ii), (iii), or (iv) above, a duly completed and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the calculation of the Interest Coverage Calculation and Interest Coverage Trigger and the financial statements and other supporting financial information referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company, to the extent such financial statements are not available by such dates via XXXXX (as defined below); if the Company is not a company reporting with the Securities and Exchange Commission (the “Commission”delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement), such Exhibit and the financial statements referenced in said Exhibit shall be delivered. (c) If the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this Section 7.3(c) 7.3 and, if applicable, with Section 314(a) of the Trust Indenture Act. The Trustee’s receipt of such reports, information and documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company’s compliance with any of its covenants hereunder, as to which the Trustee is entitled to rely upon Officers’ Certificates.

Reports by Company. (a) The So long as the Convertible Notes or Ordinary Shares deliverable upon conversion of the Convertible Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act, the Company shall furnish to the Holders and to prospective purchasers of Securitieswill furnish, upon their the request of any Holder of a beneficial interest in the Convertible Notes such information as is specified in paragraph (d)(4) of Rule 144A, to such Holder of beneficial owner or to a perspective purchaser of the Convertible Notes or interest therein who is a qualified institutional buyer within the meaning of Rule 144A, in order to permit compliance by such Holder or beneficial owner with Rule 144A in connection with the resale of the Convertible Note or beneficial interest therein in reliance on Rule 144A unless, at the time of such request, the information Company is subject to the reporting requirements in Section 13 or 15(d) of the Exchange Act, or is included in the list of foreign private issuers that claim exemption from the registration requirements of Section 12(g) of the Exchange Act (and therefore are required to be furnished furnish the SEC certain information pursuant to Rule 144A(d)(412G3-2(b) under the Securities Exchange Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof). (b) The Company shall furnish To the extent not provided pursuant to each of paragraph (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Taberna Capital Management LLC, 000 Xxxx xxxxxx, Xxxxx 00, Xxx Xxxx, Xxx Xxxx 00000 (or such other address as designated by Taberna Capital Management, LLC), (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Taberna Capital Management, LLC), and (v) any designee of (i), (ii), (iii), or (iva) above, the Company shall file with the Trustee a duly completed and executed certificate copy, translation or substantially similar version, in each case in the form attached hereto as Exhibit AEnglish language, including of all notices, statements and documents which are issued to the financial statements referenced in such Exhibit, holders of the Ordinary Shares or which certificate and financial statements shall are required to be so furnished issued to the Holders by the Company Singapore Exchange as soon as practicable (but not later than forty-five (45) 30 days after the end date of each of the first three fiscal quarters of each fiscal year of the Company issue thereof) and not later than ninety (90) days after the end of each fiscal year of the Company, make available to the extent such financial statements are not available by such dates via XXXXX (Trustee as defined below); if many further copies, translations or versions, as the Company is not a company reporting with case may be, as the Securities and Exchange Commission (Trustee may reasonably require in order to satisfy requests from Holders for the “Commission”), such Exhibit and the financial statements referenced in said Exhibit shall be deliveredsame. (c) If the Company intends to file its annual and quarterly information with the Commission in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 7.3(c) shall be solely is for informational purposes of compliance with this Section 7.3(c) and, if applicable, with Section 314(a) of only and the Trust Indenture Act. The Trustee’s 's receipt of such reports, information and documents shall not constitute constructive notice to it of the content thereof any information contained therein or any matter determinable from the content thereofinformation contained therein, including the Company’s 's compliance with any of its covenants hereunder, hereunder (as to which the Trustee is entitled to rely upon Officers’ exclusively on Officer's Certificates.). ARTICLE EIGHT Consolidation, Merger, Conveyance, Transfer or Lease