Common use of SEC Reports and Reports to Holders Clause in Contracts

SEC Reports and Reports to Holders. (a) Whether or not the Company is then required to file reports with the SEC pursuant to the Exchange Act, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder), within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports pursuant to the Exchange Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphs, it will furnish to Holders of Notes and prospective investors in the Notes, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not required by the Company is then required to file reports with the SEC pursuant to the Exchange ActSEC’s rules and regulations, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply furnish to the Holders or cause the Trustee for forwarding to each Holder, without cost furnish to any Holder)the Holders, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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 accountantsreports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports pursuant will be prepared in all material respects in accordance with the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Exchange ActCompany’s consolidated financial statements by the Company’s certified independent accountants. Notwithstanding the foregoing, the furnishing or filing of such reports with the SEC on XXXXX (or any successor system thereto) shall be deemed to constitute furnishing of such reports with the Trustee. (b) If In addition, the Company has designated any will file a copy of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face each of the financial statements or reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the footnotes thereto, or in Management’s Discussion rules and Analysis of Financial Condition regulations applicable to such reports (unless the SEC will not accept such a filing) and Results of Operations, of will post the financial condition and results of operations of the Company and reports on its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companywebsite within those time periods. (c) If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to a non-accelerated filer if the Company were required to file those reports with the SEC. (d) In addition, the Company and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, if at any time it is they are not required to file with the SEC the reports and other information required by the preceding paragraphs, it they will furnish to the Holders of Notes and to securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not the Company or Holdings is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with and Holdings must provide the SEC Trustee and Holders within fifteen (unless the SEC will not accept or does not permit such a 15) Business Days after filing, or in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC’s rules and regulationsthose sections with: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company or Holdings were required to file such Forms pursuant to the Exchange Actforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s and Holding’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company and Holdings were required to file such reports pursuant to reports, provided that, the Exchange Actforegoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or any successor system or on the Company’s or Holding’s website within the applicable time period. (b) In addition, whether or not required by the SEC, Holdings will, and, after the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, in either case with respect to the Original Notes, the Company will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, the Company and Holdings will make the information and reports available to securities analysts and prospective investors upon request. If the Company has designated had any of its Unrestricted Subsidiaries as Unrestricted Subsidiariesduring the relevant period, the quarterly Company will also provide to the Trustee and annual financial the Holders information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Subsidiaries, excluding in all respects the Unrestricted Subsidiaries of the CompanySubsidiaries. (c) The Company agrees that, for For so long as any of the Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, if at any time it is not required to file with the SEC the reports Company and other information required by the preceding paragraphs, it Holdings will furnish to the Holders of the Notes and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding All obligors on the foregoing provisions of this Notes will comply with Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX314(a) filing system or any successor electronic filing system of the SEC and such reports are publicly availableTrust Indenture Act. (e) Delivery of such reports, these reports and information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not the Company is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are Outstanding, the Company will file with shall provide the SEC Trustee and Holders within fifteen (unless the SEC will not accept or does not permit such a 15) Business Days after filing, or in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC’s rules and regulations: (1a) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Actforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. provided that, the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system (or successor thereto) or on the Company’s website within the applicable time period. In addition, whether or not required by the SEC, the Company shall, if the SEC will accept the filing, file a copy of all of the information and reports pursuant referred to the Exchange Act. in clauses (a) and (b) If of this Section 6.08 with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, the Company has designated any of its Subsidiaries as Unrestricted Subsidiarieswill make the information and reports available to securities analysts and prospective investors upon request. To the extent not satisfied by the foregoing, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees will agree that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphsare Outstanding, it will furnish to Holders of Notes Holders, securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) . Notwithstanding anything herein to the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SECcontrary, the Company will not be deemed to have furnished such reports and other information failed to the Trustee if the Company has filed such reports and other information comply with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXXany provision of this Section 6.08 for purposes of Section 7.01(iii) filing system or any successor electronic filing system as a result of the SEC and late filing or provision of any required information or report until 90 days after the date any such reports are publicly available. (e) information or report was due. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatescertificates from the Company).

SEC Reports and Reports to Holders. (a%3) Whether or not The Company shall deliver to the Trustee within 30 days after the filing of the same with the Securities and Exchange Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is then required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC, to the extent permitted, and provide the Trustee and Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act within 30 days after the time the Company would be required to file such information with the SEC (unless on the SEC will not accept or does not permit such a filing, in which case basis that the Company will supply is a non-accelerated filer) if it were subject to the Trustee for forwarding to each Holder, without cost to any Holder), within the time periods specified in the SEC’s rules and regulations: (1Section 13 or 15(d) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to of the Exchange Act, including a “Management’s Discussion provided that the Company need not file such reports or other information if, and Analysis of Financial Condition and Results of Operations,” andso long as, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that it would not be required to be filed with the SEC on Form 8-K if the Company were required to file such reports do so pursuant to Rule 12h-5 under the Exchange Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphs, it will furnish to Holders of Notes and prospective investors in the Notes, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SECforegoing, the Company will shall be deemed to have furnished such reports and other information referred to above to the Trustee and the Holders if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) XXXXX filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) . Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). (c) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any of its agreements hereunder for purposes of Section 6.01(iv) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to holders or the Trustee) pursuant to this Section 4.03. To the extent any information required to be furnished pursuant to this Section 4.03 is furnished prior to the time that such failure to furnish such information results in an Event of Default, the Company will be deemed to have satisfied its obligations under this Section 4.03 with respect to such information and any Default with respect thereto shall be deemed to have been cured. The Trustee shall have no obligation to monitor when reports are filed or are required to be filed with the SEC. (d) To the extent not satisfied by the other provisions of this Section 4.03, for so long as any Notes remain outstanding, the Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SEC Reports and Reports to Holders. (a) Whether or not required by the Company is then required to file reports with rules and regulations of the SEC pursuant to the Exchange ActSEC, so long as any Notes are outstanding, the Company Issuer will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply furnish to the Trustee for forwarding and the Holders of Notes or make available to each Holder, without cost to any Holder)the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such Forms pursuant to the Exchange Act, 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 accountantsreports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuer were required to file such reports pursuant to the Exchange Actreports. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. (c) If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (d) If the Company Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.17(a) shall the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyIssuer. (ce) The Company agrees In addition, the Issuer and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time it is they are not required to file with the SEC the reports and other information required by the preceding paragraphs, it they will furnish to the Holders of Notes and to securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (ef) Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ CertificatesOfficer’s Certificates or statements delivered to the Trustee pursuant to Section 4.04).

SEC Reports and Reports to Holders. (a) Whether or not the Operating Partnership or the Company is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, the Operating Partnership and the Company will file with must provide the SEC Trustee and Holders within fifteen (unless the SEC will not accept or does not permit such a 15) Business Days after filing, or in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC’s rules and regulationsthose sections with: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Operating Partnership or the Company were required to file such Forms pursuant to the Exchange Actforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual information financial statements only, a report on thereon by the annual financial statements by Operating Partnership’s and the Company’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Operating Partnership and the Company were required to file such reports pursuant to reports, provided that the Exchange Actforegoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or any successor system or on the Operating Partnership’s or the Company’s website within the applicable time period. (b) In addition, whether or not required by the Commission, the Company will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of Section 4.11(a) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations. In addition, the Operating Partnership and the Company will make the information and reports available to securities analysts and prospective investors upon request. If the Company has designated Operating Partnership had any of its Unrestricted Subsidiaries as Unrestricted Subsidiariesduring the relevant period, the quarterly Operating Partnership will also provide to the Trustee and annual financial the Holders information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of sufficient to ascertain the financial condition and results of operations of the Company Operating Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of Subsidiaries, excluding in all respects the Unrestricted Subsidiaries of the CompanySubsidiaries. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required Notwithstanding anything herein to file with the SEC the reports and other information required by the preceding paragraphs, it will furnish to Holders of Notes and prospective investors in the Notes, upon requestcontrary, the Operating Partnership and the Company will not be deemed to have failed to comply with any provision of the reporting covenant in Section 4.11(b) for purposes of clause (4) of Section 6.02 as a result of the late filing or provision of any required information required to be delivered pursuant to Rule 144A(d)(4) under or report until 90 days after the Securities Actdate any such information or report was due. (d) Notwithstanding All obligors on the foregoing provisions of this Notes will comply with Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX314(a) filing system or any successor electronic filing system of the SEC and such reports are publicly availableTrust Indenture Act. (e) Delivery of such reports, these reports and information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyOperating Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not the Company is then required to file reports with the SEC pursuant to the Exchange Act, the Company will shall file with the SEC (unless the SEC will shall not accept or does not permit such a filing, in which case the Company will shall supply to the Trustee in electronic form for forwarding to each Holder upon request by such Holder, without cost to any HolderHolder and at the expense of the Company), within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports pursuant to the Exchange Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphsSection 4.17(a) and (b), it will shall furnish to Holders of Notes and prospective investors in the Notes, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will shall be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not the Company is then required to file reports with the SEC pursuant to the Exchange Act, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply to the Trustee in electronic form for forwarding to each Holder upon request by such Holder, without cost to any HolderHolder and at the expense of the Company), within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports pursuant to the Exchange Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphs, it will furnish to Holders of Notes and prospective investors in the Notes, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not required by the Company is then required to file reports with the SEC pursuant to the Exchange ActSEC’s rules and regulations, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply furnish to the Holders or cause the Trustee for forwarding to each Holder, without cost furnish to any Holder)the Holders, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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 accountantsreports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. All such reports pursuant will be prepared in all material respects in accordance with the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Exchange ActCompany’s consolidated financial statements by the Company’s certified independent accountants. (b) If In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company has designated any will file a copy of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face each of the financial statements or reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the footnotes thereto, or in Management’s Discussion rules and Analysis of Financial Condition regulations applicable to such reports (unless the SEC will not accept such a filing) and Results of Operations, of will post the financial condition and results of operations of the Company and reports on its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companywebsite within those time periods. (c) If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (d) In addition, the Company and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, if at any time it is they are not required to file with the SEC the reports and other information required by the preceding paragraphs, it they will furnish to the Holders of Notes and to securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether Notwithstanding that Holdings may not be subject to the reporting requirements of Section 13 or not 15(d) of the Company is then required Exchange Act or otherwise report on an annual and quarterly basis pursuant to rules and regulations promulgated by the SEC, Holdings will file reports with with, or furnish to, the SEC pursuant (and will deliver a copy to the Trustee and make available to the Holders of the Notes (without exhibits), within 15 days after it files them with, or furnishes them to, the SEC): (i) within 120 days (or any longer time period then in effect under the rules and regulations of the Exchange Act for a non-accelerated filer), plus any grace period provided by Rule 12b-25 under the Exchange Act, after the Company will file with the SEC end of each fiscal year, annual reports on Form 20-F, or any successor or comparable form (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holderincluding Form 10-K), containing the information required to be contained therein; (ii) within 75 days (or any longer time period then in effect under the time periods specified in the SEC’s rules and regulations:regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 6-K, containing the information required to be contained therein, or any successor or comparable form (including Form 10-Q); (1iii) all quarterly and annual financial promptly from time to time after the occurrence of an event required to be therein reported, current reports containing substantially the information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC current report on Forms 10Form 6-Q and 10-K if the Company were K, or any successor or comparable form; provided that no such current report or any information required to file be contained in such Forms pursuant to the Exchange Act, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual information only, a current report on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that would will be required to be filed with the SEC on Form 8-K or furnished if the Company were required Issuers determine in their good faith judgment that such event, or any information with respect to file such reports pursuant event that is not included in any report that is filed or furnished, is not material to the Exchange Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face Holders of the Notes or the business, assets, operations, financial statements position or in the footnotes thereto, or in Management’s Discussion and Analysis prospects of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Holdings and its Restricted Subsidiaries separate from Subsidiaries, taken as a whole, or such current report relates solely to securities other than the financial condition Notes and results of operations of the Unrestricted Subsidiaries of the Company.Guarantees; and (civ) The Company agrees thatany other information, for so long as any Notes remain outstanding, if at any time it is not documents and other reports that Holdings would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided that all such reports (A) will not be required to comply with Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and other 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (B) will not be required to contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K or (C) will not be required to contain the preceding paragraphsseparate financial information contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC; provided further that Holdings shall not be so obligated to file such reports with, it or furnish such reports to, the SEC if the SEC does not permit such filing or furnishing, in which event Holdings will furnish make available such information to Holders prospective purchasers of Notes and prospective investors in the Notes, upon request, the information required in addition to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished providing such reports and other information to the Trustee and the Holders of the Notes, in each case within 15 days after the time Holdings would be required to file such information with, or furnish such information to, the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act, pursuant to the provisions set forth in clauses (i) through (iv) above. (b) Other than with respect to delivery to the Trustee, the foregoing delivery requirements will be deemed satisfied if the Company has filed such reports and other information with the SEC via foregoing materials are publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval XXXXX system (XXXXXor a successor thereto) filing system or any successor electronic filing system of within the SEC and such reports are publicly availableapplicable time periods specified above. (ec) Delivery of such reports, information and documents to the Trustee under this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such reports, information and documents the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not the Company is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as Securities of any series are Outstanding, the Company will file with shall provide the SEC Trustee and Holders within fifteen (unless the SEC will not accept or does not permit such a 15) Business Days after filing, or in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC’s rules and regulations: (1a) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Actforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. provided that, the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system (or successor thereto) or on the Company’s website within the applicable time period. In addition, whether or not required by the SEC, the Company shall, if the SEC will accept the filing, file a copy of all of the information and reports pursuant referred to the Exchange Act. in clauses (a) and (b) If of this Section 6.08 with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. In addition, the Company has designated any of its Subsidiaries as Unrestricted Subsidiarieswill make the information and reports available to securities analysts and prospective investors upon request. To the extent not satisfied by the foregoing, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees will agree that, for so long as any Notes remain outstanding, if at Securities of any time it is not required to file with the SEC the reports and other information required by the preceding paragraphsseries are Outstanding, it will furnish to Holders of Notes Holders, securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) . Notwithstanding anything herein to the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SECcontrary, the Company will not be deemed to have furnished such reports and other information failed to the Trustee if the Company has filed such reports and other information comply with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXXany provision of this Section 6.08 for purposes of Section 7.01(iii) filing system or any successor electronic filing system as a result of the SEC and late filing or provision of any required information or report until 90 days after the date any such reports are publicly available. (e) information or report was due. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatescertificates from the Company).

SEC Reports and Reports to Holders. (a) Whether or not the Company or Holdings is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with and Holdings must provide the SEC Trustee and Holders within fifteen (unless the SEC will not accept or does not permit such a 15) Business Days after filing, or in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC’s rules and regulationsthose sections with: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company or Holdings were required to file such Forms pursuant to the Exchange Actforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s and Holdings’ certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company and Holdings were required to file such reports pursuant to reports, provided that the Exchange Actforegoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the SEC’s XXXXX system or any successor system or on the Company’s or Holdings’ website within the applicable time period. (b) In addition, whether or not required by the Commission, Holdings will, and, after the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, in either case with respect to the Original Notes, the Company will, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of Section 4.15(a) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations. In addition, the Company and Holdings will make the information and reports available to securities analysts and prospective investors upon request. If the Company has designated had any of its Unrestricted Subsidiaries as Unrestricted Subsidiariesduring the relevant period, the quarterly Company will also provide to the Trustee and annual financial the Holders information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Subsidiaries, excluding in all respects the Unrestricted Subsidiaries of the CompanySubsidiaries. (c) The Company agrees that, for For so long as any of the Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, if at any time it is not required to file with the SEC the reports Company and other information required by the preceding paragraphs, it Holdings will furnish to the Holders of the Notes and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding anything herein to the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SECcontrary, the Company and Holdings will not be deemed to have furnished such reports and other information failed to the Trustee if the Company has filed such reports and other information comply with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system provision of the SEC and reporting covenant in Section 4.15(b) for purposes of clause (4) of Section 6.01 as a result of the late filing or provision of any required information or report until 90 days after the date any such reports are publicly availableinformation or report was due. (e) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act. (f) Delivery of such reports, these reports and information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not required by the Company is then required to file reports with rules and regulations of the SEC pursuant to the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)will, within the time periods specified in that would be applicable if the SEC’s rules and regulations: (1) Company was required to file such reports, furnish to the Holders of Notes all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were was required to file such Forms pursuant forms (other than any separate financial statements of any Subsidiary of the Company that would be required to the Exchange Actbe included in any such filing), including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations,operations” and, with respect to the annual information only, a report thereon by the independent registered public accounting firm of the Company. Additionally, unless the Commission will not accept such filings, the Company will file all such reports with the Commission. The availability of the foregoing materials on the annual financial statements by SEC’s XXXXX service or on the Company’s certified independent accountants; and (2) all current reports that would website shall be required deemed to be filed with satisfy the SEC on Form 8-K if the Company were required to file such reports pursuant Company’s delivery obligation. Delivery of reports, information and documents to the Exchange Act. (b) If Trustee under this Section is for informational purposes only and the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face Trustee’s receipt of the financial statements foregoing shall not constitute constructive notice of any information contained therein or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate determinable from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees thatinformation contained therein. In addition, for so long as any Notes remain outstanding, if at any time it is the Company has not required to file with filed the SEC the reports and other information required by the preceding paragraphsparagraph, it will furnish the Company shall make available to Holders of Notes and to securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SEC Reports and Reports to Holders. (a) Whether or not the Company or Parent is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply and Parent shall deliver to the Trustee for forwarding and to each Holder, without cost to any Holder), within the time periods specified in the SEC’s rules Holder and regulations: (1) all quarterly and annual financial information with respect prospective purchasers of Notes identified to the Company by an Initial Purchaser, within 5 days after the Company and its Subsidiaries Parent are or would have been (if the Company or Parent were subject to such reporting obligations) required to file such with the SEC, annual and quarterly financial statements substantially equivalent to financial statements that would be required to be contained have been included in a filing with the SEC reports on Forms 10-Q and K or 10-K Q, if the Company and Parent were required subject to file such Forms pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” andincluding, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s 's certified independent accountants; and (2) all current reports that public accountants as such would be required to be filed with the SEC on Form 8-K if the Company were required to file in such reports pursuant to the Exchange Act. (b) If the Company has designated any SEC, and, in each case, together with a management's discussion and analysis of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of which would be so required and, unless the Company SEC shall not accept such reports, file with the SEC the annual, quarterly and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time other reports which it is not or would have been required to file with the SEC SEC. In addition, the reports Company, Parent and other information required by Holdings agree that prior to the preceding paragraphsconsummation of the Exchange Offer, it will furnish they shall make available to Holders of Notes the holders and the securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) . Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates' Certificate).

SEC Reports and Reports to Holders. (a) Whether or not Regardless of whether required by the Company is then required to file reports with rules and regulations of the SEC pursuant to the Exchange ActSEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and each Holder of Notes, within 15 days after the Company is or would have been required to file with the SEC (unless the SEC will not accept or does not permit such a filing, in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder), within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Actforms, including for each a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations,” " and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s 's independent certified independent public accountants; and (2) all current reports information that would be required to be filed contained in a filing with the SEC on Form 8-K if the Company were required to file such reports pursuant reports. From and after the time the Company files a registration statement with the SEC with respect to the Exchange ActNotes, the Company will file the above information with the SEC so long as the SEC will accept such filings. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for For so long as any Notes remain outstanding, if at outstanding and during any time it period in which the Company is not required subject to file with Section 13 or 15(d) of the SEC Securities Exchange Act of 1934, as amended (the reports "Exchange Act"), the Company shall make available (which shall include filings by XXXXX) to all Holders and other information required by the preceding paragraphs, it will furnish to Holders of Notes securities analysts and prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (ec) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ ' Certificates).

SEC Reports and Reports to Holders. The Company will deliver to the Trustee within 30 days after the filing of the same with the Securities and Exchange Commission (a) Whether or not the “SEC”), quarterly and annual reports and such information, documents and other reports, if any, which the Company is then required to file reports with the SEC Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless the SEC will not accept or does not permit such a filingSecurities and Exchange Commission, in which case the Company will supply to the extent permitted, and provide the Trustee for forwarding to each Holder, without cost to any Holder), within the time periods specified in the SEC’s rules and regulations: Holders (1) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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) all current reports that would be required to be if not filed with the SEC via the XXXXX system, post such reports and information on Form 8-K its website) with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Company were required to file has filed such reports pursuant to with the Exchange Act. (b) If SEC via the Company has designated XXXXX filing system, or any of its Subsidiaries as Unrestricted Subsidiaries, the quarterly and annual financial information required by Section 4.17(a) shall include a reasonably detailed presentation, either on the face successor filing system of the financial statements SEC, and such reports are publicly available; it being understood that the Trustee shall have no obligation to monitor or in the footnotes theretoconfirm that such reports have been filed. In addition, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphs, it Company will furnish to Holders of Notes and to prospective investors in the Notesinvestors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions . Delivery of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SEC, the Company will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) Delivery of such reports, information and documents to the Trustee is shall be for informational purposes only and the Trustee’s receipt of such reports, information and documents them shall not constitute constructive notice of any information contained therein or determinable from information contained therein, therein (including the Company’s compliance with any of its covenants hereunder (hereunder, as to which the Trustee is entitled to rely exclusively on an Officers’ CertificatesCertificate).

SEC Reports and Reports to Holders. (a) Whether or not the Company Issuer or, following the Proposed PTP Conversion, the PTP Parent, is then required subject to file reports with the SEC pursuant to reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall provide the Company will file with Trustee and, upon written request, the SEC Holders of the Notes within fifteen (unless the SEC will not accept or does not permit such a 15) Business Days after filing, or in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder)event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in the SEC’s rules and regulations: (1) all regulations for a filer that is a “non-accelerated filer” with substantially the same quarterly and annual financial information with respect to the Company and its Subsidiaries that would be statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K if (but, for the Company were required to file avoidance of doubt, the other disclosure requirements contained in such Forms pursuant to the Exchange Actforms shall not be applicable), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and, with respect to the annual financial information only, a an audit report on the annual financial statements by the CompanyIssuer’s or, following the Proposed PTP Conversion, the PTP Parent’s certified independent accountants; and (2) all current reports that would provided that, the foregoing delivery requirements will be required to be filed with the SEC on Form 8-K deemed satisfied if the Company were required foregoing materials are available on the SEC’s XXXXX system or on the Issuer’s website or, if the Issuer or, following the Proposed PTP Conversion, the PTP Parent, is not then subject to file such reports pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act. (b) If , on a nonpublic website or posting through an electronic data room or filing sharing or similar service, within the Company has designated applicable time period specified above. To the extent any of its Subsidiaries such information is not so filed or furnished, as Unrestricted Subsidiariesapplicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the quarterly Issuer or, following the Proposed PTP Conversion, the PTP Parent will be deemed to have satisfied its obligations with respect thereto at such time and annual financial information required by Section 4.17(a) any Default or Event of Default with respect thereto shall include a reasonably detailed presentationbe deemed to have been cured; provided, either on that such cure shall not otherwise affect the face rights of the financial statements Holders under Article VI if the Trustee or Holders of at least 30% in the footnotes thereto, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, principal amount of the financial condition then total outstanding Notes have declared the principal, premium, if any, interest and results of operations of any other monetary obligations on all the Company then outstanding Notes to be due and its Restricted Subsidiaries separate from payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the financial condition and results of operations of extent not satisfied by the Unrestricted Subsidiaries of the Company. (c) The Company agrees thatabove, for so long as any of the Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, if at any time it is not required to file with the SEC Issuer or, following the reports and other information required by Proposed PTP Conversion, the preceding paragraphsPTP Parent, it will furnish to the Holders of Notes and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding ; provided that for the foregoing provisions purpose of the foregoing, following the Proposed PTP Conversion, the PTP Parent shall be deemed to be the “issuer” of the Notes within the meaning of Rule 144A(d)(4). Any information filed with, or furnished to, the SEC within the time periods specified in this Section 4.174.16 shall be deemed to have been furnished to the Holders as required by this Section 4.16, for so long as and to the Company files the foregoing reports and other information extent such filings comply with the SECrules and regulations of the SEC regarding such filings, the Company they will be deemed to have furnished such reports and other information to the Trustee if the Company has filed such reports and other information comply with the requirements of this covenant. If at any time following the Proposed PTP Conversion, any direct or indirect parent company of the PTP Parent becomes a Guarantor (there being no obligation to do so) and such entity holds no material assets other than cash, Cash Equivalents and the Capital Stock of the PTP Parent and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) filing system or any successor electronic filing system of provision), the SEC and such reports are publicly available. (e) Delivery of such reports, information and other documents required to be filed and furnished to Holders pursuant to this covenant may, at the Trustee is for informational purposes only option of the Issuer, be filed by and the Trustee’s receipt be those of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including other parent company rather than the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)PTP Parent.

SEC Reports and Reports to Holders. (a) Whether or not The Company shall deliver to the Trustee within 30 days after the filing of the same with the Securities and Exchange Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is then required to file reports with the SEC pursuant to the Exchange Act, the Company will file with the SEC (unless the SEC will not accept Section 13 or does not permit such a filing, in which case the Company will supply to the Trustee for forwarding to each Holder, without cost to any Holder), within the time periods specified in the SEC’s rules and regulations: (115(d) all quarterly and annual financial information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms pursuant to the Exchange Act, 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) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports pursuant to the Exchange Act. (b) If Notwithstanding that the Company has designated any may not be subject to the reporting requirements of its Subsidiaries as Unrestricted SubsidiariesSection 13 or 15(d) of the Exchange Act, the quarterly Company shall file with the SEC, to the extent permitted, and provide the Trustee and Holders with such annual financial reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act within 30 days after the time the Company would be required to file such information required by Section 4.17(a) shall include a reasonably detailed presentation, either with the SEC (on the face basis that the Company is a non-accelerated filer) if it were subject to Section 13 or 15(d) of the financial statements or in the footnotes theretoExchange Act, or in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of provided that the Company need not file such reports or other information if, and its Restricted Subsidiaries separate from so long as, it would not be required to do so pursuant to Rule 12h-5 under the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyExchange Act. (c) The Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports and other information required by the preceding paragraphs, it will furnish to Holders of Notes and prospective investors in the Notes, upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing provisions of this Section 4.17, for so long as the Company files the foregoing reports and other information with the SECforegoing, the Company will shall be deemed to have furnished such reports and other information referred to above to the Trustee and the Holders if the Company has filed such reports and other information with the SEC via the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) XXXXX filing system or any successor electronic filing system of the SEC and such reports are publicly available. (e) . Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). (d) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any of its agreements hereunder for purposes of Section 6.01(iv) until 120 days after the date any report hereunder is required to be filed with the SEC (or otherwise made available to holders or the Trustee) pursuant to this Section 4.03. To the extent any information required to be furnished pursuant to this Section 4.03 is furnished prior to the time that such failure to furnish such information results in an Event of Default, the Company will be deemed to have satisfied its obligations under this Section 4.03 with respect to such information and any Default with respect thereto shall be deemed to have been cured. The Trustee shall have no obligation to monitor when reports are filed or are required to be filed with the SEC. (e) To the extent not satisfied by the other provisions of this Section 4.03, for so long as any Notes remain outstanding, the Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.