Common use of SEC Reports Clause in Contracts

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver SSI and STI have delivered to the Trustee as soon as practicable after it files them with the SEC, VERITAS or its counsel correct and complete copies of the annual reports final version of each report, schedule, registration A-17 19 statement and of the information, documents, and other reports (or copies of such portions of any of the foregoing as definitive proxy statement filed by SSI and/or STI with the SEC may by rules on or after June 27, 1997 with respect to the Group Business or the Group Assets (the "SEAGATE SEC DOCUMENTS"), which are the material documents (other than preliminary material) that SSI and regulations prescribe) which the Company is STI were required to file with the SEC pursuant to Sections 13 on or 15(d) of the Securities Exchange Act of 1934after June 27, as amended. The Company also shall comply 1997 with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed respect to the Holders Group Business or the Group Assets. As of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 dates or, in the case of registration statements, their effective dates, and except as disclosed in the Seagate SEC Documents, none of the Seagate SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading as of such time of filing, and there is no requirement under the Securities Act or the Exchange Act, as the case may be, to have amended any such filing, except for such requirements as were fulfilled by the filing of such Seagate SEC Documents, the Seagate SEC Documents complied, when filed, in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder, and SSI and STI have filed in all material respects all documents and agreements that were required to be filed as exhibits to the Seagate SEC Documents. (b) SSI Financial Statements; Absence of Undisclosed Liabilities. The consolidated financial statements dated as of and for the period ending July 3, 1998 of SSI and its consolidated subsidiaries (the "SSI CONSOLIDATED FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the notes thereto) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the consolidated financial position of SSI and its respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. SSI has no liabilities or obligations of any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, of a nature required to be disclosed on the face of a consolidated balance sheet for SSI and its consolidated subsidiaries prepared in accordance with GAAP and which would have a Material Adverse Effect on the Group Business, except for such liabilities or obligations as (i) were accrued or provided for in the consolidated balance sheet at July 3, 1998, included in the SSI Consolidated Financial Statements as of the date thereof (the "SSI CONSOLIDATED FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the SSI Consolidated Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the STI/SSI Consolidated Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the SSI Consolidated Financial Statements Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement No. 5 issued by the Financial Accounting Standards Board in March 1975) arising from the conduct of the business of SSI and its consolidated subsidiaries which are required to be provided for or disclosed, but are not provided for or disclosed, in the SSI Consolidated Financial Statements in accordance with Statement No. 5. (c) Group Financial Statements; Absence of Undisclosed Liabilities. Attached as Schedule 2.4(c)(1) to the SSI Disclosure Letter are the audited combined financial statements of the Group Business dated as of July 3, 1998, including a combined balance A-18 20 sheet as of July 3, 1998 (the "1998 GROUP BALANCE SHEET") and a combined balance sheet for June 27, 1997, together with combined statements of operations, cash flows, and Group Business equity for the three years in the period ended July 3, 1998 (collectively the "GROUP FINANCIAL STATEMENTS"). The Group Financial Statements comply in all material respects with the then applicable accounting requirements and rules and regulations of the Securities and Exchange Commission with respect thereto, and present fairly, in all material respects, the combined financial position of the Group Business as of July 3, 1998 and June 27, 1997, and the combined results of its operations and its cash flows for each of the Holdersthree years in the period ended July 3, 1998, in conformity with GAAP. The Contributed Company Group and the Contributing Companies (with respect to the Group Business) have no Liabilities of any nature (matured or unmatured, fixed or contingent) which (i) are related to or arose in connection with the Group Business; (ii) individually or in the aggregate, are of a nature required to be recorded on the face of or disclosed in the notes to the Group Financial Statements; and (iii) are material to the Group Business taken as a whole, except for such Liabilities as (A) were accrued, provided for or disclosed in the Group Financial Statements or (B) are of a normally recurring nature and were incurred after July 3, 1998, the date of the 1998 Group Balance Sheet (the "GROUP FINANCIAL STATEMENTS BALANCE SHEET DATE"), in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the Group Financial Statements are, to Seagate's Knowledge, reasonably adequate. At the Group Financial Statements Balance Sheet Date, there were no material loss contingencies (as such Holder's address as set forth term is defined in Statement No. 5) which are not properly provided for or disclosed in the Register of the Securities.Group Financial Statements as required by Statement No. 5. 2.5

SEC Reports. (ai) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECNB&T Financial has timely filed all reports, copies of the annual reports and of the informationregistration statements, documents, proxy statements and other reports (or copies of such portions of materials, together with any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is amendments required to be made with respect thereto, that it was required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934since January 1, as amended. The Company also shall comply 2010, and all such reports, registration statements, proxy statements, other materials and amendments have complied in all material respects with the other provisions of TIA (S) 314(a)all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (bii) So long as any An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by NB&T Financial pursuant to the Securities remain OutstandingAct or the Exchange Act prior to the date of this Agreement other than (A) such documents filed or furnished prior to May 8, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally1996, (B) documents filed in paper form since May 8, 1996, that were not required to be mailed to filed electronically, and (C) documents, if any, filed with a request for confidential treatment (the Holders “NB&T Financial’s SEC Reports”) is publicly available. None of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredNB&T Financial’s SEC Reports, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such datetime filed, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five furnished or communicated (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orand, in the case of each registration statements and proxy statements, on the dates of effectiveness and the dates of the Holdersrelevant meetings, respectively), and considering all amendments to such Holder's address as set forth NB&T Financial’s SEC Reports filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the Register statements made therein, in light of the Securitiescircumstances in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all NB&T Financial’s SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of NB&T Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the NB&T Financial’s SEC Reports.

SEC Reports. The Company has filed with the SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2000, under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents, including, without limitation, any financial statements or schedules included therein, (a) The Company shall deliver did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Trustee as soon as practicable after it files them statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the SEC, copies applicable requirements of the annual reports Exchange Act and the Securities Act, as the case may be, at such time of filing. Except as set forth on Section 4.5 of the informationCompany Disclosure Letter, documents, and other reports (or copies of such portions of any as of the foregoing as the SEC may date hereof, there are no amendments or modifications to agreements, documents or other instruments which previously had been filed by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Act or the Exchange Act of 1934or any other agreements, as amended. The Company also shall comply documents or other instruments, which have not yet been filed with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly SEC but which are or other financial reports furnished by it to stockholders generally, will be required to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified filed by the principal financial officer Company. To the Knowledge of the Company, and for each fiscal year, an audited balance sheet (x) there exist no outstanding SEC comments with respect to any of the Company SEC Documents and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow (y) there are no SEC inquiries or investigations, other inquiries or investigations by any Governmental Entity or internal investigations pending or threatened, in each case regarding any accounting practices of the Company and or any of its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSubsidiaries.

SEC Reports. (a) The Company shall deliver has filed on a timely basis with the SEC all SEC Reports. The SEC Reports constitute all of the documents required to be filed by the Company with the Commission under Section 13 or 14 of the Exchange Act since December 31, 2007. Each SEC Report other than the First Quarter Form 10-Q, as of the date of the filing thereof with the Commission (or if amended or superseded by a filing prior to the Trustee date hereof, then on the date of such amending or superseding filing) or as soon as practicable after it files them of the date hereof in the case of the First Quarter Form 10-Q, complied in all material respects with the SEC, copies requirements of the annual reports and of the informationSecurities Act or Exchange Act, documentsas applicable, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribepromulgated thereunder. The SEC Reports, at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) which and as of the Company is date hereof, did not and do not contain any untrue statement of a material fact or omit to state any material fact required to file with be stated therein or necessary in order to make the SEC pursuant to Sections 13 or 15(d) statements therein, in the light of the Securities Exchange Act circumstances under which they were made, not misleading. As of 1934their respective dates (or if amended or superseded by a filing prior to the date hereof, as amended. The Company also shall comply with then on the other provisions date of TIA (S) 314(asuch amending or superseding filing). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet statements of the Company included in the SEC Reports (including, in each case, any related notes), including any SEC Reports filed after the date of this Agreement until the Closing, complied or will comply as to form in all material respects with applicable accounting requirements and its consolidated Subsidiaries the published rules and regulations of the Commission with respect thereto as in effect at the end time of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountantsfiling. All Such financial statements have been or will be prepared in accordance with generally accepted accounting principles, GAAP consistently applied at the times and during the periods involved (except (i) as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective otherwise indicated in such financial statements to be mailed to or the Trustee and each notes thereto, or (ii) in the case of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearunaudited interim statements, to the addresses set forth extent they may exclude footnotes or may be condensed or summary statements as permitted by Form 10-Q of the Commission) and fairly present in Section 11.2 orall material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of each of the Holdersunaudited statements, to such Holder's address as set forth in the Register of the Securitiesnormal year-end adjustments).

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them has heretofore filed with the Securities and Exchange Commission (the "SEC, 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 SEC may by rules and regulations prescribe") which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1998 (the "Form 10-K"). The Company also shall comply None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed with the other provisions SEC under the rules and regulations of TIA the SEC (S"SEC Filings") 314(a). (b) So long as contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made, at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1998, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 19341933, as amendedamended (the "Securities Act"), and the Company will prepare or cause to be preparedExchange Act, for each of as applicable and the first three (3) quarters of each fiscal year, an unaudited balance sheet rules thereunder. The audited financial statements of the Company and its consolidated Subsidiaries as at included or incorporated by reference in the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter 1998 Annual Report and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period unaudited financial statements contained in the previous yearquarterly reports on Form 10-Q filed since December 31, certified by the principal financial officer of the Company, and for 1998 each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other, except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles, and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, subject, in effect from time the case of unaudited interim financial statements, to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to normal year-end adjustments. The Except as reflected in such financial statements, the Company will cause a copy has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the respective last such financial statements in connection with the conduct of the business of the Company. Since December 31, 1998, and except as described in the Company's SEC Filings since December 31, 1998, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the 1998 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be mailed material); (b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the Trustee and each business, properties or financial condition of the Holders Company (as such business is presently conducted); (e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (f) sale, assignment or transfer to a third party that is not an Affiliate (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (h) declaration, setting aside or payment or other distribution in respect of any of the Securities within forty-five Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (45i) days after the close event or condition of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, any type that has had or is reasonably expected to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitieshave a Material Adverse Effect.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be required to be or remain subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), copies of so long as the Notes are Outstanding, the annual reports and of the reports, information, documents, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that the Company is required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. If, at any time, any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Securities Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of 1934the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as amendedthe case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. Notwithstanding the foregoing, the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also shall will comply with the other provisions of TIA (S) § 314(a). (b) So long as any . Subject to Article VII, delivery of the Securities remain Outstandingreports, the Company shall cause its annual report to stockholders information and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed documents to the Trustee under this Section 405 is for informational purposes only and each the Trustee’s receipt (or constructive receipt) of the Holders foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Securities within forty-five Company’s compliance with any of its covenants hereunder (45) days after as to which the close of each of Trustee is entitled to rely exclusively on an Officer’s Certificate). Subject to Article VII, the first three (3) quarters of each fiscal year Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesinformation on its website.

SEC Reports. (a) The Company shall deliver Notwithstanding that the Issuers may not be required to be or remain subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), copies of so long as the Notes are Outstanding, the annual reports and of the reports, information, documents, documents and other reports (or copies of such portions of any of that the foregoing as the SEC may by rules and regulations prescribe) which the Company is Issuers are required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amendedor would be so required to file if they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all applicable Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website, provided, however, that the Trustee shall have no responsibility to determine if such reports and other documents have been so made available) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as applicable, also shall will comply with the other provisions of TIA (S) § 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECParent (i) has timely filed or furnished all reports, copies of the annual reports and of the informationregistration statements, documentsproxy statements, prospectuses, and other reports (or copies of such portions of materials, together with any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is amendments required to be made with respect thereto, that it was required to file with or furnish to the SEC Commission pursuant to Sections 13 or 15(d) of the Securities Act or the Exchange Act of 1934since January 3, as amended. The Company also shall comply 2015, and all such reports, registration statements, proxy statements, prospectuses, other materials, and amendments have complied in all material respects with all legal requirements relating thereto, and (ii) has paid all fees and assessments due and payable in connection therewith, except where the other provisions of TIA (S) 314(a)failure to make such timely filing, be in such compliance, or make such payment would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) So long as any An accurate and complete copy of each final registration statement, prospectus, report, schedule, and definitive proxy statement filed with or furnished to the SEC by the Parent pursuant to the Securities remain OutstandingAct or the Exchange Act since January 3, the Company shall cause its annual report to stockholders 2015 and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed prior to the Holders date of such Outstanding Securities this Agreement (the “Parent SEC Reports”) is publicly available. No Parent SEC Report, at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredfiled, furnished, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three communicated (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orand, in the case of each registration statements and proxy statements, on the dates of effectiveness and the dates of the Holdersrelevant meetings, respectively), and considering all amendments to such Holder's address as set forth any Parent SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the Register statements made therein, in light of the Securitiescircumstances in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all of the Parent SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of the Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act.

SEC Reports. (a) The Company shall deliver Parent has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to the Trustee as soon as practicable after it files them be filed by Parent with the SEC, copies and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Parent SEC Reports”). The Parent SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the annual reports and Securities Act or the Exchange Act, as the case may be, applicable to such Parent SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the informationSecurities Act, documentsthe Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and other reports (at their respective effective dates, contain any untrue statement of a material fact or copies of such portions of any omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the foregoing as circumstances under which such statements were made, not misleading. No Subsidiary of Parent is subject to the SEC may by rules and regulations prescribe) which periodic reporting requirements of the Company Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC pursuant SEC, any foreign Governmental Entity that performs a similar function to Sections 13 or 15(d) that of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)SEC or any securities exchange or quotation service. (b) So long As of their respective dates, or, if amended, as any of the date of the last such amendment, the Parent SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities remain OutstandingAct and the Exchange Act, as the Company shall cause its annual report to stockholders case may be, and any quarterly the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or other financial reports furnished by it to stockholders generally, to be mailed unresolved written comments from the SEC with respect to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each Parent SEC Reports. As of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearhereof, to the addresses set forth in Section 11.2 orKnowledge of Parent, in the case of each none of the Holders, Parent SEC Reports filed on or prior to such Holder's address as set forth in the Register date hereof is the subject of the Securitiesongoing SEC review.

SEC Reports. (a) The Company shall deliver has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four (24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Trustee expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four months preceding the date hereof. Such reports required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as soon as practicable after it files them the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the SEC, copies requirements of the annual reports Securities Act and of the information, documents, Exchange Act and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) of the SEC promulgated thereunder, and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company is required to file with included in the SEC pursuant to Sections 13 or 15(d) Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities Exchange Act SEC with respect thereto as in effect at the time of 1934filing. Such financial statements have been prepared in accordance in all material respects with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstandingmay be otherwise specified in such financial statements, the Company shall cause its annual report to stockholders notes thereto and any quarterly except that unaudited financial statements may not contain all footnotes required by GAAP or other may be condensed or summary statements, and fairly present in all material respects the consolidated financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet position of the Company and its consolidated Subsidiaries as at of and for the end dates thereof and the results of such quarter and related unaudited consolidated statements of income and retained earnings operations and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures flows for the corresponding year-to-date period in the previous yearperiods then ended, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orsubject, in the case of each unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the HoldersCompany or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such Holder's address as set forth in agreements are required to be included or identified pursuant to the Register rules and regulations of the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECSince January 1, copies of the annual reports and of the information2015, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC pursuant that have been required to Sections 13 be so filed or 15(dfurnished (as applicable) of by it under Applicable Law at or prior to the Securities Exchange Act of 1934time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as amended. The applicable) by the Company also shall comply with the other provisions of TIA (S) 314(aSEC after January 1, 2015 and at or prior to the Effective Time that are not required to be so filed or furnished, the “Company SEC Reports”). (b) So long Each Company SEC Report complied, or will comply, as any the case may be, as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), as to form in all material respects with the applicable requirements of the Securities remain OutstandingAct or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act, each as in effect on the date such Company shall cause its annual report to stockholders and any quarterly SEC Report was, or other financial reports furnished by it to stockholders generallywill be, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Registerfiled. (c) At As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each Company SEC Report did not, or will not, as the case may be, contain any time untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company does not have a class of securities registered, or is not otherwise required relating to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare SEC Reports or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of any registration statement filed by the Company with the SEC and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of (ii) no Company SEC Report nor any registration statement filed by the Company and its consolidated Subsidiaries for such quarter and with the portion of SEC is, to the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Knowledge of the Company, and for each fiscal year, an audited balance sheet the subject of ongoing SEC review. (e) No Subsidiary of the Company and its consolidated Subsidiaries as at is subject to the end reporting requirements of such year and related audited consolidated statements Section 13(a) or Section 15(d) of income and retained earnings and cash flow the Exchange Act. (f) Since January 1, 2015, no executive officer of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form has failed to make the figures for the previous year, reported on without a qualification arising out certifications required of him or her under Section 302 or 906 of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance Xxxxxxxx-Xxxxx Act with generally accepted accounting principles, as in effect from time respect to time, consistently appliedany Company SEC Report, except for changes as disclosed in certifications filed with which the Company's independent public accountants concur Company SEC Reports, and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy at the time of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. Since January 1, 2015, neither the Company nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the first three (3) quarters accuracy, completeness, form or manner of each fiscal year and within one hundred twenty (120) days after the close filing of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiescertifications.

SEC Reports. (a) The Company shall deliver to Company’s Annual Reports on Form 10-KSB for the Trustee as soon as practicable after it files them with the SECfiscal years ended September 30, copies of the annual reports 2003, September 30, 2002 and of the informationSeptember 30, documents, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or copies of such portions of any of the foregoing as the SEC may information statements filed or to be filed by rules and regulations prescribe) which the Company is required it subsequent to file September 30, 2000 with the SEC pursuant to Sections 13 or 15(d) (collectively, the Company’s “SEC Documents”), as of the Securities Exchange Act of 1934date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as amended. The Company also shall comply to form with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports applicable requirements under the Securities Act or the Exchange Act of 1934Act, as amendedthe case may be, the Company and (B) did not and will prepare not contain any untrue statement of a material fact or cause omit to state a material fact required to be preparedstated therein or necessary to make the statements therein, for in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the first three balance sheets contained in or incorporated by reference into any such SEC Document (3including the related notes and schedules thereto) quarters of each fiscal yearfairly presents, an unaudited balance sheet or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as at of its date, and (D) each of the end of such quarter and related unaudited consolidated statements of income and retained earnings changes in shareholders’ equity and cash flow flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such dateperiods to which they relate, setting forth in each case in comparative form accordance with GAAP consistently applied during the figures for periods involved (subject, in the corresponding case of unaudited interim statements, to normal year-to-date period in the previous year, certified by the principal financial officer end adjustments). Each of the Company, and for each fiscal year, an audited balance sheet consolidated financial statements of the Company and its consolidated Subsidiaries as at Subsidiaries, including, in each case, the end notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of such year the SEC with respect thereto. The books and related audited consolidated statements of income and retained earnings and cash flow records of the Company and its consolidated Subsidiaries for such yearhave been, setting forth in comparative form the figures for the previous yearand are being, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared maintained in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which GAAP and applicable legal and regulatory requirements. None of the Company's independent public accountants concur and except that quarterly statements may be subject ’s Subsidiaries is required to year-end adjustments. The Company will cause a copy of file any form, report or other document with the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them has heretofore filed with the Securities and Exchange Commission (the "SEC, 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 SEC may by rules and regulations prescribe") which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"). The Company also shall comply None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed with the other provisions SEC under the rules and regulations of TIA the SEC (Sthe "SEC Filings") 314(a). (b) So long as contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made, at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1996, the Company has timely filed with the SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of the Securities remain OutstandingAct of 1933, as amended (the "Securities Act"), the Company shall cause its annual report to stockholders Exchange Act, and any quarterly or other the rules thereunder. The audited financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet statements of the Company and its consolidated Subsidiaries as at included or incorporated by reference in the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of 1996 Annual Report to the Company and its consolidated Subsidiaries for such quarter Stockholders (the "1996 Annual Report") and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period unaudited financial statements contained in the previous year, certified by the principal financial officer of the Company, and for Quarterly Reports on Form 10-Q each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be have been prepared in accordance with such acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other (except as may be indicated therein or in the notes thereto and except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Company as at the dates thereof and the results of its operations and statements of cash flows for the periods then ended, as subject, in effect from time the case of unaudited interim financial statements, to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to normal year-end adjustments. The Except as reflected in such financial statements, the Company will cause a copy has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the date of the respective last such financial statements to be mailed to in connection with the Trustee and each conduct of the Holders business of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearCompany. Since December 31, to the addresses set forth in Section 11.2 or1996, in the case of each of the Holders, to such Holder's address except as set forth in the Register Company's SEC Filings, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the SecuritiesCompany from that reflected in the 1996 Annual Report, except changes in the ordinary course of business that have not, individually or in the aggregate, resulted in and are not reasonably expected to result in a Material Adverse Effect (and except that the Company expects to continue to incur substantial operating losses, which may be material); (b) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the business, properties or financial condition of the Company (and except that the Company expects to continue to incur substantial operating losses, which may be material); (c) waiver or compromise by the Company of a material right or of a material debt owed to it; (d) satisfaction or discharge of any lien, claim or encumbrance by the Company, except in the ordinary course of business and which is not material to the business, properties or financial condition of the Company (as such business is presently conducted); (e) material change to a material contract or arrangement by which the Company or any of its assets is bound or subject; (f) sale, assignment or transfer to a third party that is not an affiliate of the Company (as hereafter defined) of any material patents, trademarks, copyrights, trade secrets or other intangible assets for compensation which is less than fair value; (g) mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (h) declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, except any direct or indirect redemption, purchase or other acquisition of any such stock by the Company; or (i) event or condition of any type that has had or is reasonably expected to have a Material Adverse Effect. For purposes of this Section 2.4 of this Agreement, the term "affiliate of the Company" means any individual or entity directly or indirectly controlling, controlled by or under common control with, the Company. Without limiting the foregoing, the direct or indirect ownership of 50% or more of the outstanding voting securities of any entity, or the right to receive 50% or more of the profits or earnings of an entity, shall be deemed to constitute control.

SEC Reports. (a) The Company shall deliver has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section l3(a) or 15(d) thereof, since January 1, 2010 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Trustee as soon as practicable after it files them expiration of any such extension. As of their respective filing dates, the SEC Reports complied in all material respects with the SEC, copies requirements of the annual reports Securities Act and of the information, documents, Exchange Act and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. On April 26, 2012, the Company is required to file filed an S-4 Registration Statement in connection with the SEC pursuant proposed merger of KeySource Financial Inc. with and into the Company according to Sections 13 or 15(d) the terms of an Agreement and Plan of Merger dated December 21, 2011; such registration statement contains important information about the Securities Exchange Act of 1934, as amendedCompany’s Common Stock and certain other material information about the Company. The Company also shall comply with advises the other provisions Purchaser to read such registration statement, in particular the sections entitled “Risk Factors,” “Description of TIA (S) 314(a)BNC Capital Stock” and “Information about BNC. (b) So long as any of the Securities remain Outstanding” On April 16, 2012, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed filed a Definitive Proxy Statement in connection with the proposed (i) amendment to the Holders Company’s Articles of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have Incorporation to create a class of securities registerednon-voting common stock; (ii) amendment to the Company’s Articles of Incorporation to amend the terms of the Company’s Mandatorily Convertible Non-voting Preferred Stock, or is not otherwise Series B, and (iii) issuance of non-voting common stock to the Purchaser; such Proxy Statement contains important information about the Company. The SEC Reports, including the documents incorporated by reference in each of them, each contained substantially all of the information required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet included in it. No executive officer of the Company and its consolidated Subsidiaries as at has failed in any respect to make the end certifications required of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow him or her under Section 302 or 906 of the Company and its consolidated Subsidiaries for such quarter and the portion Xxxxxxxx-Xxxxx Act of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities2002.

SEC Reports. Financial Statements; Undisclosed Liabilities. ---------------------------------------------------------- (a) The Company shall deliver has filed all forms, reports, schedules, statements and other documents required to be filed by it with the SEC since its inception pursuant to the Trustee as soon as practicable after it files them with the SEC, copies of the annual reports federal securities laws and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file thereunder, all of which, as of their respective dates, complied in all material respects with the SEC pursuant to Sections 13 or 15(d) applicable requirements of the Securities Exchange Act of 19341933, as amendedamended (the "Securities Act"), and the Exchange Act, as the case may be, and the applicable rules and regulations of the SEC thereunder (collectively, the "Company SEC Reports"). The None of the Company also shall comply with SEC Reports, including, without limitation, any financial statements or schedules included therein, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the other provisions statements therein, in light of TIA (S) 314(a)the circumstances under which they were made, not misleading. (b) So long as any The financial statements (including the related notes thereto) of the Securities remain Outstanding, Company included in the Company shall cause its annual report to stockholders SEC Reports comply in all material respects with applicable accounting requirements and any quarterly or other financial reports furnished by it to stockholders generallythe published rules and regulations of the SEC with respect thereto, to be mailed to the Holders of such Outstanding Securities at their addresses appearing have been prepared in conformity with generally accepted accounting principles ("GAAP ") in the Register. United States applied on a consistent basis during the periods involved (c) At any time except as otherwise noted therein), and present fairly the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet consolidated financial position of the Company and its consolidated Company Subsidiaries as at of their respective dates, and the end consolidated results of such quarter and related unaudited consolidated statements of income and retained earnings their operations and cash flow flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments). (c) Except (i) as set forth in Section 3.4(c) of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such dateDisclosure Schedule, setting (ii) as set forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited consolidated balance sheet of the Company as of March 31, 1999 set forth in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "Balance Sheet") and its consolidated Subsidiaries as at (iii) for current liabilities and obligations incurred in the end ordinary course of such year business consistent with past practice since March 31, 1999 (and related audited consolidated statements not materially different in type or amount), neither the Company nor any Company Subsidiary has any material liabilities or obligations of income and retained earnings and cash flow any nature (whether accrued, absolute, contingent or otherwise). (d) All accounts receivable of the Company and its consolidated Subsidiaries for such year, setting forth each Company Subsidiary that are reflected in comparative form the figures for Balance Sheet or on the previous year, reported on without a qualification arising out accounting records of the scope Company and the Company Subsidiaries as of the auditdate any Shares have been accepted for payment pursuant to the Offer represent and will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Section 3.4(d) of the Company Disclosure Schedule contains a complete and accurate aged accounts receivable list of the Company and the Company Subsidiaries as of June 30, by 1999. As of the Company's independent public accountantsdate any Shares have been accepted for payment pursuant to the Offer, there shall have been no material increase in the accounts receivable of the Company and the Company Subsidiaries that are 30 days or more past due. All financial statements Unless paid prior to the date any Shares have been accepted for payment pursuant to the Offer, the accounts receivable of the Company and each Company Subsidiary are or will be prepared in accordance with generally as of the date any Shares have been accepted accounting principlesfor payment pursuant to the Offer, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy collectible net of the respective financial statements to be mailed reserves shown in Section 3.4(d) of the Company Disclosure Schedule or on the accounting records of the Company and each Company Subsidiary as of the date any Shares have been accepted for payment pursuant to the Trustee Offer (which reserves are adequate and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orcalculated consistent with past practice and, in the case of each the reserves as of the Holdersdate any Shares have been accepted for payment pursuant to the Offer, to such Holder's address as set forth in the Register will not represent a greater percentage of the Securities30 days or more past due accounts receivable as of such date than the reserves reflected in Section 3.4(d) of the Company Disclosure Schedule represented of such past due accounts receivable reflected therein).

SEC Reports. (a) The Company shall deliver has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Trustee expiration of any such extension. Other than as soon disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, as practicable after it files them of their respective dates, the SEC Reports complied in all material respects with the SEC, copies requirements of the annual reports Exchange Act, as applicable, and none of the informationSEC Reports, documentswhen filed, and other reports (contained any untrue statement of a material fact or copies of such portions of any omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the foregoing circumstances under which they were made, not misleading. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, the financial statements of the Company included in the SEC may by Reports comply in all material respects with applicable accounting requirements and the rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act Commission with respect thereto as in effect at the time of 1934, filing. Other than as amended. The Company also shall comply disclosed to the Purchasers with respect to the other provisions of TIA (S) 314(a). (b) So long as any calculation of the Securities remain OutstandingCompany’s fully-diluted earnings per share, such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the Company shall cause its annual report to stockholders periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed except to the Holders of extent that unaudited financial statements may not contain all footnotes required by GAAP, and such Outstanding Securities at their addresses appearing statements fairly present in all material respects the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet financial position of the Company and its consolidated Subsidiaries subsidiaries as at of and for the end dates thereof and the results of such quarter and related unaudited consolidated statements of income and retained earnings operations and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures flows for the corresponding year-to-date period in the previous yearperiods then ended, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orsubject, in the case of each of the Holdersunaudited statements, to such Holder's address as set forth normal, immaterial, year-end audit adjustments. The Company’s independent registered public accounting firm is identified in the Register of Annual Report on Form 10-K for the Securitiesfiscal year ended September 30, 2012 (the “2012 Form 10-K”), and such accounting firm is a registered public accounting firm as required by the Exchange Act.

SEC Reports. So long as any Notes are outstanding: (a) The At any time prior to such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall deliver furnish to the Trustee (if not publicly available on XXXXX): (i) within 105 days following the end of each fiscal year of the Company ending after the Issue Date (or such longer period as soon would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as practicable after it files them a non-accelerated filer), the consolidated financial statements of the Company for such year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SECSEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; (ii) within 60 days after the end of each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as would be permitted by the SEC if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this Section 405) were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first such fiscal quarter ending after the Issue Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Subsidiary Guarantor or any other affiliate of the Company; and (iii) information substantially similar to the information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (a), the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act or (b) comply with Rules 13-01 and 13-02 of Regulation S-X under the Securities Act. (b) Substantially concurrently with the furnishing or making available to the Trustee of the information specified in Section 405(a) pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (c) Notwithstanding the foregoing, at any time following such time as the Company first becomes required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are outstanding, the annual reports and of the reports, information, documents, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that the Company is required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. (d) If, at any time, any audited or reviewed financial statements or information required to be included in any statement or filing pursuant to Section 405(a) or Section 405(c) are not reasonably available on a timely basis as a result of the Company’s (or, any Parent’s whose financial statements satisfy the Company’s reporting obligations under this covenant) accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) may, in lieu of making such filing or furnishing to the Trustee the financial statements or information, documents and reports so required to be filed or furnished, elect to make a filing or furnish to the Trustee on an alternative form unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (i) the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) shall in any event be required to make such filing, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (ii) if the Company (or, any Parent whose financial statements satisfy the Company’s reporting obligations under this covenant) makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent, in the case of Section 405(a), furnishes or makes available information regarding the Parent of the type otherwise so required with respect to the Company, and in the case of Section 405(c), is subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act and has filed reports required under Section 13(a) or 15(d) of 1934, as amended. The Company also shall comply the Exchange Act with the other provisions of TIA SEC via XXXXX (Sor successor) 314(a). (b) So long as any of filing system and such reports are publicly available, in each case provided that the Securities remain Outstandingsame is accompanied by information describing the non-equity differences between the financial information relating to such Parent and its Subsidiaries, on the Company shall cause its annual report one hand, and the financial information relating to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at Subsidiaries, on the end other hand, which information may be in a form substantially consistent with the disclosure of such quarter differences included in the Offering Memorandum (as determined by the Company in good faith, which determination shall be conclusive) and related unaudited consolidated statements for the avoidance of income and retained earnings and cash flow doubt need not be audited or compliant with Regulation S-X. As of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such dateIssue Date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end plans on complying with requirements of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such yearthis Section 405 by furnishing, setting forth in comparative form the figures for the previous yearmaking available, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principlesfiling or providing, as in effect from time to timeapplicable, consistently appliedinformation, except for changes with which the Company's independent public accountants concur reports and except that quarterly statements may be subject to year-end adjustmentsdocuments of Holding. The Company will cause a copy Delivery of the respective financial statements to be mailed reports, information and documents to the Trustee is for informational purposes only and each the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Holders Company’s compliance with any of its covenants hereunder (as to which the Securities within forty-five (45) days after Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the close filing, timeliness, or content of each of such reports. The Trustee is not obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, SEC or posted to the addresses set forth any website or to participate in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesany conference calls.

SEC Reports. (a) The Except with respect to certain matters addressed in the letter received from the staff of the Division of Corporation Finance of the SEC (the “SEC Staff”), dated September 6, 2012, the Company shall deliver has filed with or otherwise furnished to the Trustee as soon as practicable after it files them with the SECSEC all material forms, copies of the annual reports and of the informationreports, documentsschedules, statements and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company documents that it is required to file with the SEC pursuant to Sections 13 or 15(d) of furnish under the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, and the Company will prepare rules and regulations promulgated thereunder (the “Exchange Act”) since February 25, 2012 (such documents, as supplemented or cause to be preparedamended since the time of filing, for each of and together with all information incorporated by reference therein, the first three (3) quarters of each fiscal year, an unaudited balance sheet “SEC Reports”). No Subsidiary of the Company and its consolidated Subsidiaries as at is required to file with the end of SEC any such quarter and related unaudited consolidated forms, reports, schedules, statements of income and retained earnings and cash flow or other documents pursuant to Section 13 or 15 of the Company Exchange Act. As of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and its consolidated Subsidiaries for such quarter as of their respective filing dates (in the case of all other SEC Reports), except as and to the extent modified, amended, restated, corrected, updated or superseded by any subsequent SEC Report filed and publicly available prior to the date of this Agreement, the SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act and the portion Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the fiscal year through such datecircumstances under which they were made, setting forth not misleading. (b) The Company maintains a system of “internal controls over financial reporting” (as defined in each case in comparative form Rules 13a-15(f) and 15a-15(f) under the figures for Exchange Act) that provides reasonable assurance regarding the corresponding year-to-date period in the previous year, certified by the principal financial officer reliability of the Company, ’s financial reporting and for each fiscal year, an audited balance sheet the preparation of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All ’s financial statements will be prepared for external purposes in accordance with United States generally accepted accounting principles, principles as in effect from time to timetime (“GAAP”) and that includes policies and procedures that (i) pertain to the maintenance of records that, consistently appliedin reasonable detail, except for changes with which accurately and fairly reflect the transactions and dispositions of the assets of the Company's independent public accountants concur , (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and except that quarterly statements may be subject to year-end adjustments. receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (c) The Company will cause maintains a copy system of “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that is reasonably designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the respective financial statements to be mailed SEC, and that information relating to the Trustee Company is accumulated and each communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Holders Chief Executive Officer and Chief Financial Officer of the Securities within forty-five Company required under the Exchange Act with respect to such reports. (45d) days after Since January 1, 2010, the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearCompany has not received any written or, to the addresses set forth in Section 11.2 orknowledge of the Company, oral notification of a “material weakness” in the case of each of Company’s internal controls over financial reporting. The term “material weakness” shall have the Holders, meaning assigned to such Holder's address as set forth it in the Register Statements of Auditing Standards 112 and 115, as in effect on the Securitiesdate hereof.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be subject to the Trustee as soon as practicable after it files them with the SEC, copies reporting requirements of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections Section 13 or 15(d) of the Securities Exchange Act, the Company shall file with the SEC (to the extent the SEC will accept such filings) and provide the Trustee and Noteholders with such annual reports and such information, documents, certifications and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents, certifications and other reports to be so filed and provided at the times specified for the filings of 1934such information, documents, certifications and reports under such Sections. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by posting on the Company Website and making freely accessible the same information as amendedwould be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and will include a representation that the Company has received a review report of the Company's then current independent auditors as contemplated by Statement on Auditing Standards No. 100 of the American Institute of Certified Public Accountants, Inc. with respect to any interim financial information so posted on the Company Website; PROVIDED, that the Company may (A) redact those portions of any exhibits that are required to be posted pursuant hereto with respect to which the Company expects to request confidential treatment in connection with the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, (B) omit such information as the Company believes in good faith is not applicable as a result of the fact that the Company is not actually filing reports with the SEC and is otherwise immaterial and (C) change the form of certificate that would otherwise be required pursuant to 18 U.S.C. Section 1350 as a result of the preceding clauses (A) and (B). In such event, notwithstanding the time of filing that would otherwise be required pursuant to the first sentence of this Section 4.02, the Company shall post quarterly information on the Company Website not later than 60 days after the end of the applicable quarterly reporting period. For purposes of this Section 4.02, the term "COMPANY WEBSITE" means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxx://xxx.xxxxxxxx.xxx or such other address as the Company may from time to time designate in writing to the Trustee. In addition, the Company shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as any Notes are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of TIA (S) Section 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, 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 SEC may by rules and regulations prescribe) which the Company is required to file has filed with the SEC and made available to HCPI true and complete copies of each registration statement, proxy or information statement, form, report and other document required to be filed by the Company or any of its Subsidiaries with the SEC since January 1, 1996 (collectively, the "Company SEC Reports"). As of their respective dates, with respect to Company SEC Reports filed pursuant to Sections 13 the Exchange Act, and as of their respective effective dates, as to Company SEC Reports filed pursuant to the Securities Act, the Company SEC Reports and any registration statements, reports, forms, proxy or 15(dinformation statements and other documents filed by the Company with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of 1934a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, as amended. The Company also shall comply with in the other provisions light of TIA (S) 314(a)the circumstances under which they were made, not misleading. (b) So long as any Each of the Securities remain Outstandingconsolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) presents fairly, in all material respects, the Company shall cause its annual report to stockholders and any quarterly or other consolidated financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet position of the Company and its consolidated Subsidiaries as at of its date, and each of the end of such quarter and related unaudited consolidated statements of income and income, retained earnings and cash flow flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for such quarter and the portion periods set forth therein (subject, in the case of the fiscal year through such dateunaudited statements, setting forth to normal year-end audit adjustments), in each case in comparative form accordance with GAAP consistently applied during the figures for the corresponding year-to-date period periods involved, except as may be noted therein. (c) Except as set forth in the previous yearCompany SEC Reports, certified by neither the principal financial officer Company nor any of the Companyits Subsidiaries has any liabilities or obligations of any nature (whether accrued, and for each fiscal yearabsolute, an audited contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company and its consolidated Subsidiaries as at or in the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such yearnotes thereto, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, GAAP consistently applied, except for changes (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of Xxxxx 00, 0000, (xx) liabilities or obligations arising in the ordinary course of business (including trade indebtedness and liabilities, obligations and secured debt assumed in connection with the acquisition of properties by the Company or its Subsidiaries) since March 31, 1999, and (iii) liabilities or obligations which would not, individually or in the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will aggregate, cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesCompany Material Adverse Effect.

SEC Reports. Parent has filed or furnished (aas applicable) all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished (as applicable) by Parent with the SEC since January 1, 2013 (collectively, the “Parent SEC Reports”). The Company shall deliver Parent SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by Parent with the SEC after the date hereof and prior to the Trustee Effective Time, (i) were and, in the case of the Parent SEC Reports filed or furnished (as soon as practicable applicable) after it files them the date hereof, will be, prepared in accordance with the SEC, copies applicable requirements of the annual reports Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and of the informationXxxx-Xxxxx Act, documentsas the case may be, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribethereunder, and (ii) except to the extent that information contained in any Parent SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Parent SEC Report, did not at the time they were filed or furnished (as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by Parent with the SEC after the date of this Agreement, will not as of the time they are filed or furnished (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Parent SEC Reports or necessary in order to make the statements in such Parent SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Company Subsidiaries of Parent is required to file or furnished (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the Merger or any of the other transactions contemplated by this Agreement, neither the Parent nor any Subsidiary of the Parent has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC pursuant that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to Sections 13 or 15(d) the Parent’s Knowledge, there is not, as of the Securities date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). Parent maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act of 1934that are designed to ensure that all information required to be disclosed in Parent’s reports that it files or submits under the Exchange Act is recorded, as amended. The Company also shall comply with processed, summarized and reported within the other provisions of TIA (S) 314(a). (b) So long as any time periods specified in the rules and forms of the Securities remain Outstanding, the Company shall cause its annual report SEC and that all such information is accumulated and communicated to stockholders Parent’s management as appropriate to allow timely decisions regarding required disclosure and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for enable each of the first three (3) quarters principal executive officer of each fiscal year, an unaudited balance sheet of the Company Parent and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of Parent to make the Company, and for each fiscal year, an audited balance sheet of certifications required under the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance Exchange Act with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, respect to such Holder's address as set forth in the Register of the Securitiesreports.

SEC Reports. (a) The Company shall deliver has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company with the SEC (collectively, the “Company SEC Reports”) since September 30, 2009. Except to the Trustee extent corrected by subsequent Company SEC Reports, such Company SEC Reports (a) as soon as practicable after it files them of their respective dates of filing, complied, and will comply, in all material respects with the applicable requirements of the Securities Act of 1933 (the “Securities Act”), the Exchange Act and other applicable Law and (b) did not and will not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any periodic forms, reports, schedules, statements or other documents with the SEC, 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any As of the Securities remain Outstandingdate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to filings with the Holders of such Outstanding Securities at their addresses appearing in SEC. To the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Knowledge of the Company, and for each fiscal yearas of the date hereof, an audited balance sheet none of the Company filings with the SEC is the subject of ongoing SEC review and its consolidated Subsidiaries as at there are no inquiries or investigations by the end of such year and related audited consolidated statements of income and retained earnings and cash flow SEC or any internal investigations pending or threatened, in each case regarding the Company filings with the SEC or regarding any accounting or disclosure practices of the Company and or its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSubsidiaries.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (a) The unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall deliver make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee as soon as practicable and the Holders, in each case, within 5 days after it files them the time the Company would otherwise be required to file such information with the SEC, copies SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports and of the informationreports, documents, information and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that the Company is required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Securities Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of 1934the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as amendedthe case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company also will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall comply not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other provisions of TIA (S) 314(a). (b) So long as any of hand. In addition, to the Securities remain Outstandingextent not satisfied by the foregoing, the Company shall cause its annual report will furnish to stockholders Holders thereof and any quarterly or other financial reports furnished by it to stockholders generallyprospective investors in such Notes, upon their request, the information required to be mailed delivered pursuant to Rule 144A(d)(4) (as in effect on the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time Issue Date). In connection with this Section 405, it is understood that the Company does shall not have a class of securities registered, or is not otherwise be required to file quarterly (a) comply with Section 302, Section 404 and other reports under Section 906 of the Securities Exchange Sarbanes Oxley Act of 19342002, as amended, or related items 307 and 308 of Regulation S-K under the Company will prepare Securities Act or cause to be prepared(b) comply with Articles 3-09, for each 3-10 and 3-16 of Regulation S-X under the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end Securities Act. Delivery of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such datereports, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Companydocuments, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth information described in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed this Section 405 to the Trustee shall be for informational purposes only, and each the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Holders Company’s compliance with any of its covenants under this Indenture as to which the Securities within forty-five (45) days after Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the close of each of Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearSEC, posted on any website or otherwise furnished to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the Trustee date hereof, and, after the date of this Agreement and until the Acceptance Time, the Company will timely file or furnish (as soon as practicable after it files them applicable) all forms, reports and documents with the SECSEC that are required to be filed or furnished (as applicable) by it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC on or prior to the expiration date of the Offer that are not required to be so filed or furnished (the “SEC Reports”). Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form, in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), each as in effect on the date such SEC Report was, or will be, filed. True, correct and complete copies of all SEC Reports filed prior to the annual reports date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the informationSEC. As of its filing date, documents(or, and other reports (if revised, amended, modified or copies superseded by a filing prior to the date of this Agreement, on the date of such portions amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the foregoing as circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC may with respect to the SEC Reports. To the knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review and there are no inquiries or investigations by rules and regulations prescribe) which the Company SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 13 or 15(d) SEC. No executive officer of the Securities Exchange Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company nor any of 1934its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, as amendedcompleteness, form or manner of filing of such certifications. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long qualifies as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing an “emerging growth company” as defined in the RegisterJumpstart Our Business Startups Act. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be required to be or remain subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), copies of so long as the Notes are Outstanding, the annual reports and of the reports, information, documents, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that the Company is required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Securities Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of 1934the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as amendedthe case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also shall will comply with the other provisions of TIA (S) § 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. Except as set forth in Section 4.8 of the Company Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will timely file) all required forms and reports (and all certificates required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with the SEC since December 31, 2003 (collectively, the “Company SEC Reports”), all of which were (and will be) prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates, the Company SEC Reports (a) The Company shall deliver complied as to the Trustee as soon as practicable after it files them form in all material respects with the SEC, copies applicable requirements of the annual reports Securities Laws and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the informationcircumstances under which they were made, documents, and other reports (or copies of such portions of any not misleading. Each of the foregoing consolidated balance sheets of the Company included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) complied as to form, as of their report filing dates, in all material respects with the Securities Laws and fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the SEC case may by rules and regulations prescribe) which be, of the Company is required to file and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the SEC periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Securities Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of 1934the Company, as amendedthere are no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. No Company Subsidiary is required to make any filing with the SEC. The Company also shall comply has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles (“US GAAP”), consistently applied, (ii) that transactions are executed only in accordance with the other provisions authorization of TIA management and (Siii) 314(a). regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. As of December 31, 2005, (bx) So long there were no “material weaknesses” (as defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a “material weakness” in the design or operation of the Company’s internal controls. Since December 31, 2005, neither the Company nor any of its Subsidiaries nor, to the Securities remain OutstandingCompany’s knowledge, the Company shall cause its annual report to stockholders and Company’s independent auditors, have identified or been made aware of (A) any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing material weakness in the Register. (c) At any time the Company does not have a class system of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of internal controls utilized by the Company and its consolidated Subsidiaries as at Subsidiaries, (B) any fraud, whether or not material, that involves the end Company’s management or other employees who have a role in the preparation of such quarter and related unaudited consolidated financial statements of income and retained earnings and cash flow of or the internal controls utilized by the Company and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. The Company has provided Eagles true and complete copies of all management letters received from its independent auditors since December 31, 2003, and if no such management letters have been received, the Company has provided copies of all correspondence from its independent auditors during such period relating to subject matter of the same type as would be included in a management letter. There are no liabilities of the Company or any of its subsidiaries of any kind whatsoever, known or unknown, whether or not accrued and whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated Subsidiaries balance sheet as of December 31, 2005 included in the Company’s Annual Report on Form 10-K for such quarter and the portion of the fiscal year through ended such date and (ii) liabilities incurred in the ordinary course of business consistent with past practice since such date, setting forth none of which are reasonably expected to result in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of a Material Adverse Effect on the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver Hortonworks has filed and made available to the Trustee as soon as practicable after it files them with the SECCloudera all forms, copies of the annual reports reports, schedules, statements and of the information, other documents, and other reports (or copies of such portions of including any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is exhibits thereto, required to file be filed by Hortonworks with the SEC pursuant to Sections 13 or 15(d) of since January 1, 2017 (collectively, the Securities Exchange Act of 1934, as amended“Hortonworks SEC Reports”). The Company also shall comply Hortonworks SEC Reports, including all forms, reports and documents filed by Hortonworks with the other provisions of TIA (S) 314(a). (b) So long as any of SEC after the Securities remain Outstanding, the Company shall cause its annual report to stockholders date hereof and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed prior to the Holders of such Outstanding Securities at their addresses appearing in the Register. Effective Time, (ci) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orwere and, in the case of each the Hortonworks SEC Reports filed after the date hereof, will be, prepared in accordance with the applicable requirements of the HoldersSecurities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Holder's address as set forth filing), and in the Register case of such forms, reports and documents filed by Hortonworks with the SEC after the date of this Agreement, will not as of the Securitiestime they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Hortonworks SEC Reports or necessary in order to make the statements in such Hortonworks SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of Hortonworks is required to file any forms, reports, schedules, statements or other documents with the SEC.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, 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 SEC may by rules and regulations prescribe) which the Company is required to file HCPI has filed with the SEC and made available to the Company true and complete copies of each registration statement, proxy or information statement, form, report and other document required to be filed by HCPI or any of its Subsidiaries with the SEC since January 1, 1996 (collectively, the "HCPI SEC Reports"). As of their respective dates, with respect to HCPI SEC Reports filed pursuant to Sections 13 the Exchange Act, and as of their respective effective dates, as to HCPI SEC Reports filed pursuant to the Securities Act, the HCPI SEC Reports and any registration statements, reports, forms, proxy or 15(dinformation statements and other documents filed by HCPI with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act Act, and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of 1934a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, as amended. The Company also shall comply with in the other provisions light of TIA (S) 314(a)the circumstances under which they were made, not misleading. (b) So long as any Each of the Securities remain Outstandingconsolidated balance sheets included in or incorporated by reference into HCPI SEC Reports (including the related notes and schedules) presents fairly, in all material respects, the Company shall cause consolidated financial position of HCPI and its annual report to stockholders consolidated Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of HCPI included in or incorporated by reference into HCPI SEC Reports (including any quarterly related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or other financial reports furnished by it to stockholders generallycash flows, as the case may be, of HCPI and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Registernoted therein. (c) At Except as set forth in the HCPI SEC Reports, neither HCPI nor any time the Company does not have a class of securities registeredits Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934reserved against in, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited a balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period HCPI or in the previous yearnotes thereto, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, GAAP consistently applied, except for changes (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of HCPI as of Xxxxx 00, 0000, (xx) liabilities or obligations arising in the ordinary course of business (including trade indebtedness and liabilities, obligations and secured debt assumed in connection with the acquisition of properties by HCPI or its Subsidiaries) since March 31, 1999, and (iii) liabilities or obligations which would not, individually or in the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will aggregate, cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesHCPI Material Adverse Effect.

SEC Reports. (a) The Company shall deliver has filed all required forms, reports and documents with the SEC since December 31, 1995 (collectively, the "SEC Reports"), except that the Company will file a Notification of Late Filing on Form 126-25 notifying the SEC that its Form 10-K for its 1999 fiscal year could not be filed within the prescribed time period. Each of the SEC Reports has complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act, each as in effect on the dates so filed. None of such forms, reports or documents, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained, when filed, any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has heretofore made available or promptly will make available to the Trustee as soon as practicable after it files them with Purchaser, a complete and correct copy of any amendment to the SEC, copies SEC Reports. None of the annual reports and Subsidiaries of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file any reports, statements, forms or other documents with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)SEC. (b) So long as any The SEC Reports contain audited consolidated balance sheets of the Securities remain OutstandingCompany and its Subsidiaries as of December 31 in each of the years 1995 through 1998, and the related audited consolidated statements of income, statements of cash flow and changes in Shareholders' equity of the Company and its Subsidiaries for the fiscal years then ended, together with the respective reports thereon of KPMG LLP. These audited financial statements of the Company were included or incorporated by reference in the SEC Reports (collectively, including the footnotes thereto, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally"SEC Financial Statements"), to be mailed to the Holders of such Outstanding Securities at their addresses appearing were prepared in accordance with GAAP (except as otherwise stated in the RegisterSEC Financial Statements or in the related reports of the Company's independent accountants) and present fairly the consolidated financial position of the Company and its subsidiaries as at the dates thereof, and the results of operations, changes in financial position and statements of Shareholders' equity of the Company and its Subsidiaries for the periods indicated. No event has occurred since the Balance Sheet Date that would require a restatement of the SEC Financial Statements under GAAP other than by reason of a change in GAAP. The SEC Financial Statements reflect, and on the Closing Date will reflect, the interest of the Company in the assets, liabilities and operations of all Subsidiaries of the Company. (c) At any time Neither the Company does not have a class nor any of securities registeredits Subsidiaries has any material liability, obligation or is not otherwise required commitment of any nature whatsoever (whether known or unknown due or to file quarterly and become due, accrued, fixed, contingent, liquidated, unliquidated or otherwise) other reports under than liabilities, obligations or commitments (i) which are accrued or reserved against in the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries as at of December 31, 1999 included in the end Audited Financial Statements or reflected in the notes thereto, (ii)(x) which arose in the ordinary course of business since such quarter date and related unaudited consolidated statements of income and retained earnings and cash flow (y) which do not or would not individually or in the aggregate have a Material Adverse Effect, or (iii) which are of the Company and its type that would not be required to be reflected on a consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at or in the end of notes thereto if such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be balance sheet were prepared in accordance with generally accepted accounting principlesGAAP as of the date thereof or as of the Closing Date, as in effect from time to timethe case may be. (d) Except as set forth on Schedule 5.25(d), consistently applied, except for changes with which since the date of the Company's independent public accountants concur and except that quarterly statements may 1999 Proxy Statement to the date hereof, the Company has not entered into or otherwise become obligated with respect to any transactions which would require disclosure pursuant to Item 404 of Regulation S-K in accordance with Items 7(b) or (c) of Schedule 14A under the Exchange Act were a Company proxy statement to be subject to year-end adjustments. The Company will cause a copy distributed as of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesdate hereof.

SEC Reports. (a) The Company shall deliver It has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to the Trustee as soon as practicable after be filed by it files them with the SEC, copies and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “SEC Reports”). Its SEC Reports, as filed with or furnished to the SEC: (i) complied as to form in all material respects with the applicable requirements of the annual reports and Securities Act or the Exchange Act, (ii) were prepared in all material respects in accordance with the respective requirements of the informationSecurities Act, documentsthe Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and other reports (at their respective effective dates, contain any untrue statement of a material fact or copies of such portions of any omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the foregoing as circumstances under which such statements were made, not misleading. None of its Subsidiaries is subject to the SEC may by rules and regulations prescribe) which periodic reporting requirements of the Company Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC pursuant SEC, any foreign Governmental Entity that performs a similar function to Sections 13 or 15(d) that of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)SEC or any securities exchange or quotation service. (b) So long As of their respective dates, or, if amended, as any of the date of the last such amendment, its SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities remain OutstandingAct and the Exchange Act, as the Company shall cause case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generallySEC Reports. As of the date hereof, to be mailed its Knowledge, none of its SEC Reports filed on or prior to the Holders date hereof is the subject of such Outstanding Securities at their addresses appearing in the Registerongoing SEC review. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. Financial Statements; No Undisclosed Liabilities. (a) The Company shall deliver to the Trustee as soon as practicable after it files them Parent has filed all required forms, reports and documents with the SECSEC since December 31, copies 1995 (the "Parent SEC Reports"), each of which has complied in all material respects with all applicable requirements of the annual Securities Act and the Exchange Act, each as in effect on the dates such forms, reports and documents were filed. None of the informationParent SEC Reports, documentsincluding, and other reports (without limitation, any financial statements or copies schedules included or incorporated by reference therein, when filed, contained any untrue statement of such portions of any a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the foregoing circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in the Parent SEC Reports complied as to form in all material respects with applicable accounting requirements and the SEC may by published rules and regulations prescribe) which the Company is required to file with of the SEC pursuant to Sections 13 or 15(d) with respect thereto in effect on the date when such Parent SEC Reports were filed and fairly present, in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated subsidiaries as of the Securities Exchange Act dates thereof and their consolidated results of 1934operations and changes in financial position for the periods then ended (subject, as amended. The Company also shall comply with in the other provisions case of TIA (S) 314(athe unaudited interim financial statements, to normal year-end adjustments that have not been and are not expected to be material in amount). (b) So long as Neither Parent nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances which could be expected to result in such a liability or obligation, except for liabilities or obligations (i) disclosed in the Securities remain OutstandingParent Disclosure Schedule, (ii) reflected in the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed Parent SEC Reports filed prior to the Holders of such Outstanding Securities at their addresses appearing date hereof (the "Filed Parent SEC Reports"), (iii) incurred in the Registerordinary course of business which do not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or (iv) incurred in connection with the transactions contemplated hereby. (c) At any time Parent has heretofore made available to the Company does not have a class of securities registered, or is not otherwise required to file quarterly complete and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a correct copy of any material amendments or modifications, which have not yet been filed with the respective financial statements SEC, to be mailed agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesExchange Act.

SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (aor such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto, documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). The Company is current with its filing obligations under the Exchange Act and all SEC Documents have been filed on a timely basis or the Company has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company represents and warrants that true and complete copies of the SEC Documents are available on the Commission’s website (xxx.xxx.xxx) at no charge to Purchaser, and Purchaser acknowledges that it may retrieve all SEC Documents from such website and Purchaser’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Purchaser; provided, however, that if Purchaser is unable to obtain any of such SEC Documents from such website at no charge, as result of such website not being available or any other reason beyond Purchaser’s control, then upon request from Purchaser, the Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies of the annual reports Purchaser true and of the information, documents, and other reports (or complete copies of such portions SEC Documents. As of any their respective dates, the SEC Documents complied in all material respects with the requirements of the foregoing as Exchange Act, and none of the SEC may by rules and regulations prescribe) which Documents, at the Company is time they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact required to file with be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable Law (except as such statements have been amended or updated in subsequent filings prior the date hereof, which amendments or updates are also part of the SEC pursuant to Sections 13 or 15(d) of Documents). To the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet knowledge of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow officers, no other information provided by or on behalf of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period to Purchaser which is not included in the previous year, certified by SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 ortherein, in the case of each light of the Holderscircumstance under which they are or were made, to such Holder's address as set forth in the Register of the Securitiesnot misleading.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act and the SEC, the Company will file or furnish with the SEC, copies and make available to the Trustee and the Holders of the Notes, the annual reports and of the information, documents, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is required not permitted to file such reports, documents and information with the SEC pursuant to Sections the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act within the time periods specified therein. If the Company has designated any of 1934its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the last day of the applicable fiscal quarter or fiscal year, as amended. The Company also the case may be, constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (or any applicable successor forms) for such fiscal quarter or fiscal year, as the case may be, required by the preceding paragraph shall comply with include a reasonably detailed presentation or, in the other provisions case of TIA (S) 314(a). clause (b) So long as any below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the Securities remain Outstanding, the Company shall cause its annual report to stockholders consolidated financial condition and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders results of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries as at and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the end caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial statements include the results of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of certain physician groups that are not owned by the Company and will not guarantee the notes” in the Company’s prospectus supplement dated June 10, 2014 relating to the original issuance of its consolidated Subsidiaries 5.125% Senior Notes due 2024 on June 13, 2014 will be deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such quarter and information shall be provided for the portion three, six or nine month period of the then current fiscal year through covered by such dateForm 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, setting forth in each as the case in comparative form may be). The quarterly and annual financial information required by the figures for preceding sentence shall reflect the corresponding year-to-date period adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the previous year, certified by Company’s financial statements (it being understood that the principal financial officer Company’s direct or indirect equity interest in and share of the Companyrevenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and for each fiscal yearany management fees or other amounts payable to the Company or any of its Restricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, an audited balance sheet may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed or furnished substantially concurrently with the applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements Subsidiary Guarantors will be prepared in accordance with generally accepted accounting principles, as in effect from time deemed to time, consistently applied, except for changes with which have furnished the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed reports to the Trustee and each of the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the Securities within forty-five SEC via the XXXXX (45or successor or similar) days after the close filing system and such reports are publicly available. Delivery of each of the first three (3) quarters of each fiscal year such reports, information and within one hundred twenty (120) days after the close of each fiscal year, documents to the addresses set forth in Section 11.2 orTrustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in including the case Company’s compliance with any of each of its covenants hereunder (as to which the Holders, Trustee is entitled to such Holder's address as set forth in the Register of the Securitiesrely exclusively on Officers’ Certificates).

SEC Reports. (ai) The Company shall deliver to the Trustee Except as soon as practicable after it files them with the SEC, copies set forth in Section 5.01(e)(1) of the annual reports and of the informationPremier Financial Disclosure Schedule, documentsPremier Financial has timely filed all reports, registration statements, proxy statements and other reports (or copies of such portions of materials, together with any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is amendments required to be made with respect thereto, that it was required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934SEC, as amended. The Company also shall comply and all such reports, registration statements, proxy statements, other materials and amendments have complied in all material respects with the other provisions of TIA (S) 314(a)all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (bii) So long as any An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Premier Financial pursuant to the Securities remain Outstanding, Act or the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed Exchange Act prior to the Holders date of this Agreement (the “Premier Financial’s SEC Reports”) is publicly available. No such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredPremier Financial’s SEC Report, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such datetime filed, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five furnished or communicated (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orand, in the case of each registration statements and proxy statements, on the dates of effectiveness and the dates of the Holdersrelevant meetings, respectively), and considering all amendments to such Holder's address as set forth any of Premier Financial’s SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the Register statements made therein, in light of the Securitiescircumstances in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Premier Financial’s SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of Premier Financial has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Premier Financial’s SEC Reports.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECSince January 1, copies of the annual reports and of the information2019, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC pursuant that have been required to Sections 13 be so filed or 15(dfurnished (as applicable) of by it under Applicable Law at or prior to the Securities Exchange Act of 1934time so required (all such forms, as amended. The reports, schedules, statements and documents, including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto the “Company also shall comply with the other provisions of TIA (S) 314(aSEC Reports”). (b) So long Each Company SEC Report complied as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing, or, in the case of any Company SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), as to form in all material respects with the applicable requirements of the Securities remain OutstandingAct or the Exchange Act, as the case may be, and with all applicable provisions of the Sxxxxxxx-Xxxxx Act, each as in effect on the date such Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the RegisterSEC Report was filed. (c) At As of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing, or, in the case of any time Company SEC Report that is a registration statement filed pursuant to the Securities Act, as of its effective date), each Company SEC Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company does not have a class of securities registered, or is not otherwise required relating to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare SEC Reports or cause any registration statement filed by the Company with the SEC and (ii) to be preparedthe Company’s Knowledge, for no Company SEC Report nor any registration statement filed by the Company with the SEC is the subject of ongoing SEC review. (e) The Company is, and since January 1, 2019, has been, in compliance in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (f) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (g) Since January 1, 2019, each of the first three (3) quarters of each fiscal year, an unaudited balance sheet principal executive officer and principal financial officer of the Company (or each former principal executive officer and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, as applicable) has made all certifications required by Rules 13a-14 and for each fiscal year, an audited balance sheet 15d-14 under the Exchange Act and Section 302 or 906 of the Company Sxxxxxxx-Xxxxx Act and its consolidated Subsidiaries as any related rules and regulations promulgated by the SEC and Nasdaq, and at the end time of filing or submission of each such year certification, the statements contained in each such certification were true and related audited consolidated statements of income and retained earnings and cash flow accurate as of the date thereof. Since January 1, 2019, neither the Company nor any of its executive officers has received any written notice from the SEC or any other Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications. For purposes of this Agreement, “principal executive officer” and its consolidated Subsidiaries for “principal financial officer” shall have the meanings given to such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, terms in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSxxxxxxx-Xxxxx Act.

SEC Reports. (a) The Company shall deliver to Partnership’s annual report on Form 10-K for the Trustee as soon as practicable after it files them year ended September 30, 2004, and the quarterly and current reports on Form 10-Q and 8-K, if any, filed by the partnership with the Securities and Exchange Commission (“SEC”) since September 30, 2004 (collectively, the “SEC Reports”) were timely filed with the SEC. Such documents, at the time they were filed with the SEC, copies complied in all material respects with the requirements of the annual reports Exchange Act and did not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the informationcircumstances under which they were made, documentsnot misleading. In addition, and other reports (or copies of such portions of any each of the foregoing as statements made in such documents within the SEC may by coverage of Rule 175(b) of the rules and regulations prescribe) which under the Company Securities Act of 1933, as amended (the “Securities Act”), was made by the Partnership with a reasonable basis and in good faith. Other than the SEC Reports, none of the Partnership Entities nor any of their respective subsidiaries is required to file any form, report or other document with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)that has not been filed. (b) So long as any The draft of the Securities remain Outstanding, the Company shall cause its Partnership’s annual report of Form 10-K for the year ended September 30, 2005, a copy of which has been delivered to stockholders the Buyers (the “2005 Form 10-K”), complies, and any quarterly the version thereof actually filed with the SEC shall comply, in all material respects with the requirements of the Exchange Act and does not and will not include an untrue statement of a material fact or other financial reports furnished by it omit to stockholders generally, state a material fact required to be mailed stated therein or necessary to make the Holders statements therein, in light of such Outstanding Securities at their addresses appearing the circumstances under which they are made, not misleading. In addition, each of the statements made in the Register2005 Form 10-K and the version thereof actually filed with the SEC within the coverage of Rule 175(b) of the rules and regulations under the Securities Act was made by the Partnership with a reasonable basis and in good faith. (c) At any time the Company does not have a class of securities registeredThere are no agreements, contracts, indentures, leases or is not otherwise other instruments that are required to file quarterly be described in the SEC Reports and other reports under the Securities 2005 Form 10-K or to be filed as exhibits to the SEC Reports and the 2005 Form 10-K that are not and, with respect to the version of the 2005 Form 10-K actually filed with the SEC will not be, described or filed as required by the Exchange Act of 1934Act. (d) Since September 30, as amended2005, no transaction has occurred between or among the Partnership GP, the Company will prepare Partnership Entities and any of their respective officers, directors, stockholders or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearAffiliates or, to the addresses set forth in Section 11.2 orbest knowledge of the Partnership GP, any Affiliate of any such officer, director or stockholder, that is required to be described in the case of each of SEC Reports and the Holders, to such Holder's address as set forth in the Register of the Securities2005 Form 10-K that is not so described.

SEC Reports. (a) The Company shall deliver Parent has filed on a timely basis all reports, registration statements, forms, schedules and other documents required to the Trustee as soon as practicable after be filed by it files them with the SEC, copies the OTC BB and any other Governmental Entity for the period from January 1, 2010 to the date hereof. No Governmental Entity has initiated or has pending any Proceeding or investigation into the business, disclosures or operations of the annual reports and Parent or any of its subsidiaries. There is no unresolved or threatened comment, exception or stop order by any Governmental Entity with respect to any filing by the Parent or any of its subsidiaries, relating to any examinations or inspections of the information, documents, and other reports (Parent or copies of such portions of any of its subsidiaries. There have been no formal inquiries by, or disagreements or disputes with, any Governmental Entity with respect to the foregoing as business, operations, policies or procedures of the SEC may by rules Parent or any of its subsidiaries. Except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and regulations prescribeRetrieval System (“XXXXX”) which two days prior to the date of this Agreement, the Parent has made available to the Company is required to file copies in the form filed with the SEC pursuant (including the full text of any document filed subject to Sections 13 a request for confidential treatment or 15(das an exhibit to such filing) all of the Securities Exchange Act of 1934, as amended. The Company also shall comply following that have been filed with the SEC prior to the date hereof: (i) the Parent’s Annual Reports on Forms 10-K, (ii) the Parent’s Quarterly Reports on Forms 10-Q, (iii) all proxy and information statements relating to the Parent’s meetings of stockholders (whether annual or special) held, or by stockholder consents, (iv) the Parent’s Current Reports on Form 8-K, and (v) all other provisions forms, reports, registration statements and other documents filed by the Parent with the SEC (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), (iv) and (v) above, whether or not available through XXXXX, together with the exhibits filed or furnished therewith, are, collectively, the “Parent Reports,” and, to the extent available in full without redaction through XXXXX at least two business days prior to the date of TIA (S) 314(athis Agreement, the “Filed Parent Reports”). (b) So long No Parent Report or communication, at the time filed, furnished or communicated (and, in the case of registration statements and proxy and/or information statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading. As of their respective dates, all Parent Reports complied as any to form in all material respects with the requirements of the Securities remain OutstandingAct or the Exchange Act, as the case may be, and, to the extent then applicable, the Company shall cause its annual report to stockholders Xxxxxxxx-Xxxxx Act, including in each case, the rules and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Registerregulations thereunder. (c) At any time From January 1, 2010 to the date hereof, the Parent has been in compliance in all material respects with (i) the applicable rules and regulations of FINRA in respect of which the Parent Common Stock is qualified for quotation and trading on the OTCBB, and (ii) the applicable provisions of the Xxxxxxxx-Xxxxx Act. The Parent has made available to the Company does not have a class true, correct and complete copies of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each Section 3.6 of the first three Parent Disclosure Schedule lists (3A) quarters of each fiscal year, an unaudited balance sheet of all correspondence between the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter Parent and the portion of the fiscal year through such dateOTCBB since January 1, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company2010, and for each fiscal year(B) all correspondence between the Parent and FINRA since January 1, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities2010.

SEC Reports. (a) The Except as set forth in Section 3.7 of the Company shall deliver Disclosure Schedule, the Company has filed timely, or will file timely, all required forms, and reports with the SEC since January 1, 2004 (including any forms or reports filed with the SEC subsequent to the Trustee as soon as practicable after it files them date of this Agreement) (collectively, the “Company SEC Reports”), all of which were prepared or will be prepared in all material respects in accordance with the SEC, copies applicable requirements of the annual reports Exchange Act, the Securities Act and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which promulgated thereunder (the “Securities Laws”). As of their respective dates, the Company is SEC Reports (a) complied, or with respect to those Company SEC Reports not yet filed will comply, as to form in all material respects with the applicable requirements of the Securities Laws and (b) did not contain, or with respect to those Company SEC Reports not yet filed will not contain, any untrue statement of a material fact or omit to state a material fact required to file be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the SEC periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)and for normal year-end audit adjustments which would not be material in amount or effect. (b) So long as any of the Securities remain OutstandingThe records, the Company shall cause its annual report to stockholders systems, controls, data and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet information of the Company and its consolidated the Company Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries, except for any non-exclusive ownership and non-direct control that would not have a Company Material Adverse Effect with respect to the system of internal accounting controls described in the following sentence. Except as at would not have a Company Material Adverse Effect, the end Company and the Company Subsidiaries have devised and maintain a system of such quarter internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and related unaudited consolidated the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of income and retained earnings and cash flow the financial statements of the Company and its consolidated the Company Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures to maintain accountability for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet assets of the Company and its consolidated Subsidiaries as at the end Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such year assets is compared with existing assets at regular intervals; and related audited consolidated statements of income (5) accounts, notes and retained earnings other receivables and cash flow inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis (“Internal Controls”). Except as would not have a Company Material Adverse Effect, each of the Company and its consolidated the Company Subsidiaries for such year, setting forth in comparative form (x) has designed disclosure controls and procedures (within the figures for the previous year, reported on without a qualification arising out meaning of Rules 13a-15(e) and 15d-15(e) of the scope Exchange Act) to ensure that material information relating to such entity and its subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the audit, certifications required by the Company's independent public accountants. All financial statements will be prepared in accordance Exchange Act with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed respect to the Trustee Company SEC Reports, and each (y) has disclosed, based on its most recent evaluation prior to the date of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearthis Agreement, to its auditors and the addresses set forth in Section 11.2 or, audit committee of its board of trustees (A) any significant deficiencies in the case design or operation of each of the HoldersInternal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to such Holder's address as set forth its auditors any material weaknesses in the Register of the SecuritiesInternal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

SEC Reports. (a) The Company shall deliver has filed all reports, registration ----------- statements, definitive proxy statements and other document and all amendments thereto and supplements thereof (the "SEC Reports") required to the Trustee as soon as practicable after be filed by it files them with the SECSecurities and Exchange Commission (the "Commission") since April 30, copies 1995, all of which have complied in all material respects with all applicable requirements of the annual reports and Securities Act of 1933, as amended (the information"Securities Act"), documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act") and the rules and regulations promulgated thereunder. As of the respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the Company's SEC Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company also shall comply with balance sheets (including the other provisions of TIA (Srelated notes) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time Company's SEC Reports fairly present the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet financial position of the Company as of the respective dates thereof, and its consolidated Subsidiaries as at the end other related financial statements (including the related notes) included therein fairly presented the results of such quarter operations and related unaudited consolidated statements of income and retained earnings and cash flow changes in financial position of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding periods indicated, except, in the case of interim financial statements, for year-to-date period end audit adjustments, consisting only of normal recurring accruals. The financial statements (including the related notes) included in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be SEC Reports have been prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently appliedGAAP, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 as otherwise noted therein or, in the case of each unaudited financial statements, as permitted by the applicable rules and regulations of the Holders, to such Holder's address as set forth in the Register of the SecuritiesCommission.

SEC Reports. (a) The Company shall deliver has timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Trustee as soon as practicable after it files them Company with the SEC, copies and any documents or information furnished to the SEC on a voluntary basis on Current Reports on Form 8-K, in each case since January 1, 2012 (collectively, the “Company SEC Reports”). The Company SEC Reports, as filed with or furnished to the SEC, (i) complied as to form in all material respects with the requirements of the annual reports and Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Reports, as the case may be, (ii) were prepared in all material respects in accordance with the requirements of the informationSecurities Act, documentsthe Exchange Act and other applicable Laws and (iii) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and other reports (at their respective effective dates, contain any untrue statement of a material fact or copies of such portions of any omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the foregoing as the SEC may by rules and regulations prescribe) circumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required to file any forms, reports, schedules, statements or other documents with the SEC pursuant SEC, any foreign Governmental Entity that performs a similar function to Sections 13 or 15(d) that of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)SEC or any securities exchange or quotation service. (b) So long As of their respective dates, or, if amended, as any of the date of the last such amendment, the Company SEC Reports, as filed with or furnished to the SEC, complied in all material respects with the requirements of the Securities remain OutstandingAct and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date hereof, there are no outstanding or unresolved written comments from the SEC with respect to the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generallySEC Reports. As of the date hereof, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Knowledge of the Company, and for each fiscal year, an audited balance sheet none of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported SEC Reports filed on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed or prior to the Trustee and each date hereof is the subject of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesongoing SEC review.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies Common Stock of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC registered pursuant to Sections 13 Section 12(b) or 15(d12(g) of the Securities Exchange Act of 19341934 (the " Exchange Act ") and the Company has timely filed all proxy statements, as amendedreports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company also shall comply has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 and (iii) its Proxy Statement filed with the other provisions SEC on April 16, 2003 (collectively, the " SEC Reports "). The Company is eligible to file a registration statement on Form S-3 with the SEC for the purpose of TIA (S) 314(a). (b) So long as any registering the resale of its securities. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the Securities remain OutstandingSEC Reports, nor the Company shall cause its annual report financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, state a material fact required to be mailed stated therein or necessary to make the Holders of such Outstanding Securities at their addresses appearing statements therein, in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each light of the first three (3) quarters of each fiscal yearcircumstances under which they were made, an unaudited balance sheet not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and its consolidated Subsidiaries as at the end of such quarter published rules and related unaudited consolidated statements of income and retained earnings and cash flow regulations of the Company SEC or other applicable rules and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountantsregulations with respect thereto. All Such financial statements will be have been prepared in accordance with generally accepted accounting principles, principles (" GAAP ") applied on a consistent basis during the periods involved (except (i) as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective otherwise indicated in such financial statements to be mailed to or the Trustee and each notes thereto or (ii) in the case of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearunaudited interim statements, to the addresses set forth extent they may not include footnotes or may be condensed) and fairly present in Section 11.2 orall material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of each of the Holdersunaudited statements, to such Holder's address as set forth in the Register of the Securitiesnormal year-end audit adjustments).

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECPurchaser Parent has filed all forms, 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 SEC may by rules and regulations prescribe) which the Company is documents required to file be filed by it with the SEC pursuant since January 1, 2000 and has heretofore made available to Sections 13 or 15(d) of the Securities Exchange Act of 1934Company, as amended. The Company also shall comply in the form filed with the other provisions of TIA SEC (Sexcluding any exhibits thereto), (i) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, Annual Report on Form 10-K for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such dateended December 31, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year2002, certified and (ii) all other forms, reports, Registration Statements and other documents filed by the principal financial officer of Purchaser Parent with the CompanySEC since January 1, 2000 (the forms, reports, Registration Statements and for each fiscal yearother documents referred to in clauses (i) and (ii) above being referred to herein, an audited balance sheet of collectively, as the Company "Purchaser Parent SEC Reports"). The Purchaser Parent SEC Reports and its consolidated Subsidiaries as at the end of such year any other forms, reports and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, other documents filed by the Company's independent public accountants. All financial statements Purchaser Parent with the SEC before or after the date of this Agreement to the Closing Date (i) were or will be prepared in all material respects in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders requirements of the Securities within forty-five Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (45ii) days after did not at the close time they were filed, or will not at the time they are filed, contain any untrue statement of each of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orstatements made therein, in the case of each light of the Holderscircumstances under which they were or are made, to such Holder's address not misleading. Except as set forth in the Register Purchaser Parent SEC Reports, since December 31, 2002 there has not been any Material Adverse Change in the business, results of operations, condition (financial or otherwise), properties, Assets, Liabilities or obligations of the Securities.Purchaser Parent that would be required to be disclosed. 4.8 Stockholders' Consent. No consent or approval of the stockholders of the Purchaser or the Purchaser Parent is required (i) to enter into this Agreement and the Ancillary Documents to which it is a party or to consummate the transactions contemplated hereby and thereby, or (ii) to issue the Purchaser Parent Stock. ARTICLE 5

SEC Reports. (a) The Since January 1, 2013, the Company shall deliver has filed with or furnished to the Trustee SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by the Company with or furnished by the Company to the SEC in a timely manner. As of their respective filing dates (and as soon as practicable after it files them of the date of any amendment or supplement thereto), (i) the Company SEC Reports complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects with the SECrequirements of NASDAQ, copies the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the annual reports and of the information, documentscase may be, and other reports (or copies of such portions of any of the foregoing as the SEC may by respective rules and regulations prescribeof the SEC promulgated thereunder applicable to such Company SEC Reports and (ii) which the Company SEC Reports did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Subsidiary is not required to file any forms, reports or other documents with the SEC pursuant to Sections Section 13 or 15(d) 15 of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)Act. (b) So long The Company has established and maintains disclosure controls and procedures (as any defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities remain OutstandingSEC, and that all such information required to be disclosed by the Company shall cause its annual report to stockholders in the reports that it files or submits under the Exchange Act is accumulated and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed communicated to the Holders Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such Outstanding Securities at their addresses appearing reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the RegisterXxxxxxxx-Xxxxx Act of 2002. (c) At any time The Company and the Company does not Subsidiary have established and maintain a class system of securities registered, or is not otherwise required to file quarterly internal control over financial reporting (as defined in Rules 13a-15(f) and other reports 15d-15(f) under the Securities Exchange Act Act) sufficient in all material respects to provide reasonable assurance (i) regarding the reliability of 1934the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements in accordance with GAAP, as amended, (ii) that receipts and expenditures of the Company will prepare or cause to be prepared, for each are being made only with the authorization of the first three (3) quarters of each fiscal year, an unaudited balance sheet management and directors of the Company and its consolidated Subsidiaries (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that would reasonably be expected to have a material effect on the Company’s financial statements. There were no significant deficiencies or material weaknesses in the internal control over financial reporting as at of and for the end year ended December 31, 2012 (nor has any such deficiency or weakness been identified). (d) The Company has complied with and is in compliance in all material respects with all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or the Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (e) Neither the Company nor the Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such quarter Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or the Company Subsidiary in the Company’s published financial statements or other Company SEC Reports. (f) The Company has made available to Parent accurate and related unaudited consolidated statements complete copies of income all material correspondence since January 1, 2013 through the date hereof between the SEC, on the one hand, and retained earnings the Company and cash flow the Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Reports containing unresolved comments and all written responses of the Company and its consolidated Subsidiaries for such quarter and thereto. To the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer knowledge of the Company, and for each fiscal year, an audited balance sheet as of the date hereof, no Company and its consolidated Subsidiaries as at SEC Report is the end subject of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such yearongoing review, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, comment or investigation by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. (ai) The Company shall deliver to the Trustee Except as soon as practicable after it files them with the SECset forth in Section 5.03(g) of Xxxxx’x Disclosure Schedules, copies of the annual reports and of the informationXxxxx has timely filed all reports, documentsregistration statements, proxy statements and other reports (or copies of such portions of materials, together with any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is amendments required to be made with respect thereto, that it was required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934SEC, as amended. The Company also shall comply and all such reports, registration statements, proxy statements, other materials and amendments have complied in all material respects with the other provisions of TIA (S) 314(a)all legal requirements relating thereto, and has paid all fees and assessments due and payable in connection therewith. (bii) So long as any An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Xxxxx pursuant to the Securities remain Outstanding, Act or the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed Exchange Act prior to the Holders date of this Agreement (the “Xxxxx’x SEC Reports”) is publicly available. No such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredXxxxx’x SEC Report, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such datetime filed, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five furnished or communicated (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orand, in the case of each registration statements and proxy statements, on the dates of effectiveness and the dates of the Holdersrelevant meetings, respectively), and considering all amendments to such Holder's address as set forth any of Xxxxx’x SEC Report filed prior to the date hereof, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the Register statements made therein, in light of the Securitiescircumstances in which they were made, not misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Xxxxx’x SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto. No executive officer of Xxxxx has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). As of the date hereof, there are no outstanding comments from or unresolved issues raised by the SEC with respect to any of the Xxxxx’x SEC Reports.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be subject to the Trustee as soon as practicable after it files them with the SEC, copies reporting requirements of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generallyAct, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in extent permitted by the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amendedAct, the Company will prepare or cause file with the SEC, and make available to the Trustee and the registered Holders of the Securities: (1) all quarterly and annual financial information that would be required to be preparedcontained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, for each 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. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the first three Securities as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (3a) quarters in the case of each fiscal yearquarterly reports, an unaudited balance sheet within 15 days after the time period specified in the SEC’s rules and regulations and (b) in the case of annual reports, within 30 days after the time period specified in the SEC’s rules and regulations; provided that the Company shall not be required to furnish any information, certifications or reports required by Items 307 or 308 of Regulation S-K prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of Restricted Subsidiaries. In addition, the Company and its consolidated Subsidiaries for the Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such quarter and Holders, the portion information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of the fiscal year through such datethis Section 3.12, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements Note Guarantors will be prepared in accordance with generally accepted accounting principles, as in effect from time deemed to time, consistently applied, except for changes with which have furnished the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed reports to the Trustee and each of the Holders of Securities as required by this Section 3.12 if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. The filing requirements set forth above for the applicable period shall be deemed satisfied by the Company prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities within forty-five (45) days after Act; provided that this paragraph shall not supersede or in any manner suspend or delay the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as Company’s reporting obligations set forth in the Register first three paragraphs of this Section 3.12. The Parent may satisfy the obligations of the SecuritiesCompany set forth above; provided that (x) the financial information filed with the SEC or delivered to Holders pursuant to this covenant should include consolidating financial statements for the Parent, the Company, the Subsidiary Guarantors and the Subsidiaries that are not Subsidiary Guarantors in the form prescribed by the SEC and (y) the Parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Company.

SEC Reports. (a) The Company shall deliver to has timely filed with or furnished to, as applicable, the Trustee as soon as practicable after it files them with the SECSEC all forms, copies of the annual reports and of the informationreports, documentsschedules, certifications, statements and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is documents required to file be publicly filed with or furnished to the SEC pursuant to Sections 13 the Exchange Act or 15(dthe Securities Act since January 1, 2021 (collectively, the “Company SEC Reports”). Each of the Company SEC Reports (a) was prepared in accordance in all material respects with the requirements of the Securities Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act of 19342022 (the “Xxxxxxxx-Xxxxx Act”), as amended. The Company also shall comply with including the other provisions of TIA (S) 314(a). rules and regulations promulgated thereunder, and (b) So long did not, at the time they were filed with or furnished to the SEC or, if amended, supplemented or superseded, as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each date of the first three most recent amendment, supplement or filing (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each any registration statement or proxy statement, on the applicable date of effectiveness or the date of the Holdersrelevant meeting, respectively, and, if amended or supplemented, on the date of such amendment or supplement), contain any untrue statement of a material fact or omit to such Holder's address as set forth state a material fact required to be stated therein or necessary in order to make the statements therein, in the Register light of the Securitiescircumstances under which such statements were made, not misleading. No Subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or is otherwise required file with or furnish to the SEC, any foreign Governmental Entity that performs a similar function to that of the SEC or any securities exchange or quotation service, any forms, reports, schedules, certifications, statements and other documents. No executive officer of the Company required to make a certification under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act has failed to make the certifications required of such executive officer under Sections 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Reports.

SEC Reports. (a) Except as set forth on Part 3.4-1 of the Raptor Disclosure Schedule, Raptor has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since August 31, 2007 (such documents, as supplemented or amended since the time of filing, the “Raptor SEC Reports”). The Company shall deliver Raptor SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the Trustee as soon as practicable after it files them extent then applicable, SOX, including in each case, the rules and regulations thereunder and (ii) except to the extent that information contained in any Raptor SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed Raptor SEC Report, did not at the time they were filed with the SEC, copies or will not at the time they are filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the annual reports circumstances under which they were made, not misleading. No Subsidiary of Raptor is or has been required to file any form, report, registration statement or other document with the SEC. Raptor and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning Raptor and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Raptor’s filings with the SEC and other public disclosure documents. Except as set forth on Part 3.4-2 of the informationRaptor Disclosure Schedule, documentsto Raptor’s Knowledge, each director and other reports (or copies executive officer of such portions of any Raptor has filed with the SEC on a timely basis all statements required by Section 16(a) of the foregoing as Exchange Act and the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934thereunder since August 31, as amended2007. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain OutstandingAs used in this Section 3.4, the Company term “file” shall cause its annual report be broadly construed to stockholders and include any quarterly manner in which a document or other financial reports furnished by it to stockholders generallyinformation is furnished, to be mailed supplied or otherwise made available to the Holders SEC. With respect to Raptor’s Annual Reports on Form 10-K for each fiscal year of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredRaptor beginning on or after August 31, or is not otherwise required to file quarterly 2007 and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, Raptor’s Quarterly Reports on Form 10-Q for each of the first three (3) fiscal quarters in each of each such fiscal yearyears of Raptor, an unaudited balance sheet all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the Company SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certifications statements were true and correct as of the date of the filing thereof. (b) Since August 31, 2007, neither Raptor nor any of its Subsidiaries or, to Raptor’s Knowledge, any Representative of Raptor or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Raptor or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Raptor or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) Raptor and its consolidated Subsidiaries have implemented and maintain a system of internal control over financial reporting (as at defined in Rules 13a-15(f) and 15d-15(f) under the end Exchange Act) sufficient to provide reasonable assurance regarding the reliability of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter financial reporting and the portion preparation of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared for external purposes in accordance with generally accepted accounting principlesGAAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as in effect from time necessary to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy permit preparation of the respective financial statements in conformity with GAAP and to be mailed maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Trustee recorded accountability for assets is compared with the existing assets at reasonable intervals and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, appropriate action is taken with respect to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address any differences. Except as set forth in the Register Part 3.4(c) of the SecuritiesRaptor Disclosure Schedule, since August 31, 2007, (A) there have not been any changes in Raptor’s nor any of its Subsidiaries’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Raptor’s or any of its Subsidiaries’ internal control over financial reporting; (B) all significant deficiencies and material weaknesses in the design or operation of Raptor’s and its Subsidiaries’ internal control over financial reporting which are reasonably likely to adversely affect Raptor’s and its Subsidiaries’ ability to record, process, summarize and report financial information have been disclosed to Raptor’s outside auditors and the audit committee of Raptor’s board of directors, and (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in Raptor’s or any of its Subsidiaries’ internal control over financial reporting. Part 3.4(c) of the Raptor Disclosure Schedule lists, and Raptor has made available to TPT copies of, all reports and other documents concerning internal control filed with the SEC or delivered to Raptor by its auditors since August 31, 2007.

SEC Reports. (a) The Company shall deliver to Service’s Annual Reports on Form 10-K for the Trustee as soon as practicable after it files them with the SECfiscal years ended June 30, 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 19342008, as amended, the Company will prepare June 30, 2007 and June 30, 2006 and all other reports (including reports on Form 10-Q and Form 8-K), registration statements, definitive proxy statements or cause information statements filed or to be preparedfiled by it subsequent to June 30, for 2006 with the SEC (collectively, “Service SEC Documents”), as of the date filed or to be filed and as amended prior to the date of this Agreement, (i) complied or shall comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (ii) did not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date, and (iii) each of the first three balance sheets contained in or incorporated by reference into any such Service SEC Document (3including the related notes and schedules thereto) quarters fairly presents, or shall fairly present, the consolidated financial position of Service MHC, Service and its Subsidiaries as of its date, and (iv) each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings changes in shareholders’ equity and cash flow flows or equivalent statements in such Service SEC Documents (including any related notes and schedules thereto) fairly presents, or shall fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the Company case may be, of Service MHC, Service and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such dateperiods to which they relate, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, GAAP consistently applied, except for changes with which applied during the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five periods involved (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orsubject, in the case of unaudited interim statements, to normal fiscal year-end adjustments). Each of the consolidated financial statements of Service MHC, Service and its Subsidiaries, including, in each case, the notes thereto, contained in the Service SEC Documents comply, and the financial statements to be filed with the SEC by Service after the date of this Agreement shall comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of Service MHC, Service and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable legal and regulatory requirements and reflect only actual transactions. Each of the balance sheets contained in or incorporated by reference into any Service SEC Document, and each of the Holdersstatements of income and changes in shareholders’ equity and cash flows or equivalent statements in such Service SEC Document has been prepared from, and is in accordance with, the books and records of Service and its Subsidiaries. None of Service’s Subsidiaries is required to such Holder's address as set forth in file any form, report or other document with the Register of the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver to Company's Annual Reports on Form 10-K for the Trustee as soon as practicable after it files them with the SECfiscal years ended December 31, copies of the annual reports 2002, December 31, 2001 and of the informationDecember 31, documents, 2000 and all other reports (including reports on Form 10-Q and Form 8-K), registration statements, definitive proxy statements or copies of such portions of any of the foregoing as the SEC may information statements filed or to be filed by rules and regulations prescribe) which the Company is required it subsequent to file December 31, 1999 with the SEC pursuant to Sections 13 or 15(d) (collectively, the Company's "SEC DOCUMENTS"), as of the Securities Exchange Act of 1934date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as amended. The Company also shall comply to form with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports applicable requirements under the Securities Act or the Exchange Act of 1934Act, as amendedthe case may be, the Company and (B) did not and will prepare not contain any untrue statement of a material fact or cause omit to state a material fact required to be preparedstated therein or necessary to make the statements therein, for in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the first three balance sheets contained in or incorporated by reference into any such SEC Document (3including the related notes and schedules thereto) quarters of each fiscal yearfairly presents, an unaudited balance sheet or will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries as at of its date, and (D) each of the end of such quarter and related unaudited consolidated statements of income and retained earnings changes in shareholders' equity and cash flow flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders' equity and changes in cash flows, as the case may be, of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such dateperiods to which they relate, setting forth in each case in comparative form accordance with GAAP consistently applied during the figures for periods involved (subject, in the corresponding case of unaudited interim statements, to normal year-to-date period in the previous year, certified by the principal financial officer end adjustments). Each of the Company, and for each fiscal year, an audited balance sheet consolidated financial statements of the Company and its consolidated Subsidiaries as at Subsidiaries, including, in each case, the end notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC by the Company after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of such year the SEC with respect thereto. The books and related audited consolidated statements of income and retained earnings and cash flow records of the Company and its consolidated Subsidiaries for such yearhave been, setting forth and are being, maintained in comparative form the figures for the previous year, reported on without a qualification arising out accordance with GAAP and applicable legal and regulatory requirements. None of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance Subsidiaries is required to file any form, report or other document with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECSince December 31, copies of the annual reports and of the information2012, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC pursuant that have been required to Sections 13 be so filed or 15(dfurnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Securities Exchange Act of 1934Effective Time, as amended. The the Company also shall comply will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other provisions of TIA forms, reports, schedules, statements or other documents filed or furnished (Sas applicable) 314(aby the Company with the SEC at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) So long Each SEC Report complied, or will comply, as any the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities remain OutstandingAct or the Exchange Act, as the Company shall cause its annual report to stockholders case may be, and any quarterly with all applicable provisions of the Xxxxxxxx-Xxxxx Act, each as in effect on the date such SEC Report was, or other financial reports furnished by it to stockholders generallywill be, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Registerfiled. (c) At any time Neither the Company does not have a class nor any of securities registered, its Subsidiaries has received from the SEC or is not otherwise required any other Governmental Authority any written comments or questions with respect to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each any of the first three SEC Reports (3including the financial statements included therein) quarters or any registration statement filed by any of each fiscal yearthem with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, an unaudited balance sheet of and, to the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer knowledge of the Company, and for each fiscal yearthere is not, an audited balance sheet any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. (d) None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. (e) No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and its consolidated Subsidiaries as at the end time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiescertifications.

SEC Reports. Buyer has filed with the SEC all forms, reports and documents required to be filed by Buyer since January 1, 2014 (collectively, the “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (a) The Company shall deliver were prepared in all material respects in accordance with the requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Buyer SEC Reports and (b) did not at the time they were filed (or if amended or superseded by a filing prior to the Trustee date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Buyer makes no representation or warranty whatsoever concerning any Buyer SEC Report as soon as practicable after of any time other than the date or period with respect to which it files them was filed. None of Buyer’s subsidiaries is required to file any forms, reports or other documents with the SEC. The chief executive officer and the chief financial officer of Buyer have signed, and Buyer has filed with the SEC, copies all certifications required by Section 906 of the annual reports Sxxxxxxx-Xxxxx Act of 2002 and of such certifications contain no qualifications or exceptions to the information, documentsmatters certified therein and have not been modified or withdrawn, and other reports (neither Buyer nor any of its officers has received notice from any Governmental Body questioning or copies challenging the accuracy, completeness, form or manner of filing of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedcertifications. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain OutstandingAs used in this ARTICLE 2, the Company term “file” shall cause its annual report be broadly construed to stockholders and include any quarterly manner in which a document or other financial reports information is filed with or furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the RegisterSEC. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECSince January 1, copies of the annual reports and of the information2013, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC pursuant that have been required to Sections 13 be so filed or 15(dfurnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Securities Exchange Act of 1934Effective Time, as amended. The the Company also shall comply will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other provisions of TIA forms, reports, schedules, statements or other documents filed or furnished (Sas applicable) 314(aby the Company with the SEC after January 1, 2013 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) So long Each SEC Report complied, or will comply, as any the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities remain OutstandingAct or the Exchange Act, as the Company shall cause its annual report to stockholders case may be, and any quarterly with all applicable provisions of the Sxxxxxxx-Xxxxx Act, each as in effect on the date such SEC Report was, or other financial reports furnished by it to stockholders generallywill be, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Registerfiled. (c) At As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any time untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2013, neither the Company does nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not have a class of securities registered, or is not otherwise required been resolved with respect to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each any of the first three SEC Reports (3including the financial statements included therein) quarters or any registration statement filed by any of each fiscal yearthem with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, an unaudited balance sheet of and, to the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Knowledge of the Company, and for each fiscal yearthere is not, an audited balance sheet as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company and its consolidated Subsidiaries as at is subject to the end reporting requirements of such year and related audited consolidated statements Section 13(a) or Section 15(d) of income and retained earnings and cash flow the Exchange Act. (f) No executive officer of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form has failed to make the figures for the previous year, reported on without a qualification arising out certifications required of him or her under Section 302 or 906 of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance Sxxxxxxx-Xxxxx Act with generally accepted accounting principles, as in effect from time respect to time, consistently appliedany SEC Report, except for changes as disclosed in certifications filed with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustmentsSEC Reports. The Since January 1, 2013, neither the Company will cause a copy nor any of its executive officers has received any written notice from any Governmental Entity challenging or questioning the respective financial statements to be mailed to the Trustee and each accuracy, completeness, form or manner of the Holders filing of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiescertifications.

SEC Reports. (a) The Company shall deliver has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Trustee as soon as practicable after it files them expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the SEC, copies requirements of the annual reports Securities Act and of the information, documents, Exchange Act and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribeof the Commission promulgated thereunder, and none of the SEC Reports, except as disclosed therein, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is required a party or to file with which the SEC pursuant to Sections 13 property or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet assets of the Company and or any of its consolidated Subsidiaries are subject has been filed as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed exhibit to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC Reports.

SEC Reports. Camber has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (aincluding exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) The Company shall deliver with the United States Securities and Exchange Commission (the “SEC”) since January 1, 2018 (the “Camber SEC Reports”). As of their respective dates, subject to amendments thereto which have been made to date, the Camber SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Trustee as soon as practicable after it files them with the SECCamber SEC Reports, copies and none of the annual reports Camber SEC Reports when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the informationcircumstances under which they were made, documentsnot misleading, and other reports except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or copies of such portions of unresolved comments received from the SEC with respect to any of the foregoing as the Camber SEC may by rules and regulations prescribe) which the Company is required to file Reports except for comments on Camber’s preliminary proxy statement filed with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934on November 18, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding2020, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearand, to the addresses set forth in Section 11.2 orknowledge of Camber, in the case of each none of the Holders, to such Holder's address as set forth in Camber SEC Reports is the Register subject of the Securitiesany outstanding SEC investigation.

SEC Reports. (a) The Company shall deliver to Except for the Trustee as soon as practicable after it files them Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the periods ending March 31, 2020 and June 30, 2020, and Current Report on Form 8-K in connection with the SEC, copies default of the annual reports and of Senior Notes, the informationCompany has filed all reports, documentsschedules, forms, statements and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is documents required to file with be filed by it under the SEC pursuant to Sections 13 Securities Act and Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), for the two years preceding the date hereof (the foregoing materials and including, in each case, the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). The Company also shall comply As of their respective dates, the SEC Reports complied in all material respects with the other provisions of TIA (S) 314(a). (b) So long as any requirements of the Securities remain OutstandingAct and the Exchange Act, as applicable, and none of the Company shall cause its annual report SEC Reports, when filed, contained any untrue statement of a material fact or omitted to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, state a material fact required to be mailed stated therein or necessary in order to make the Holders of such Outstanding Securities at their addresses appearing statements therein, in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each light of the first three (3) quarters of each fiscal yearcircumstances under which they were made, an unaudited balance sheet not misleading. The consolidated financial statements of the Company and its subsidiaries included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP, consistently applied (except as may be otherwise specified in such financial statements and subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and lack of footnote disclosures), and fairly present in all material respects the consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow financial position of the Company and its consolidated Subsidiaries for such quarter subsidiaries as of the dates thereof and the portion consolidated results of the fiscal year through such datetheir operations, setting forth cash flows and changes in each case in comparative form the figures stockholders equity for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five periods then ended (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orsubject, in the case of each of the Holdersunaudited quarterly financial statements, to such Holder's address as set forth in the Register normal year-end audit adjustments and lack of the Securitiesfootnote disclosures).

SEC Reports. (a) 2.5.1 The Company shall deliver to the Trustee as soon as practicable after it files them with the SEChas filed all required forms, 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 SEC may by rules and regulations prescribe) which the Company is required to file documents with the SEC pursuant to Sections 13 or 15(d) since December 31, 1993 (collectively, the "SEC Reports"), each of which has complied with applicable requirements of the Securities Act and the Exchange Act Act. As of 1934their respective dates, none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as amendedmay be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of any unaudited interim financial statements). The Company also shall comply with the other provisions has previously provided complete and correct copies of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters SEC Reports filed on or prior to the date of each fiscal year, an unaudited this Agreement to Purchaser. 2.5.2 Except as reflected or reserved against in the consolidated balance sheet of the Company and its consolidated Subsidiaries subsidiaries as at of December 30, 1996 previously provided to Purchaser by the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of Company (the "December 30 Financials"), the Company and its consolidated Subsidiaries for such quarter and the portion subsidiaries have no liabilities of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification any nature (whether arising out of the scope of the auditcontract, by the Company's independent public accountants. All financial statements will tort, statute or otherwise and whether direct or indirect, accrued, matured or unmatured, asserted or unassorted, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, principles (all of such liabilities being collectively referred to as in effect from time to time, consistently applied"Liabilities"), except for changes with Liabilities incurred in the ordinary course of business since December 30, 1996 which would not, individually or in the aggregate, have a Material Adverse Effect on the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Since December 31, 2010, the Company shall deliver has filed with or furnished to the Trustee as soon as practicable after it files them SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (all such documents filed subsequent to December 31, 2010, collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by the Company with or furnished by the Company to the SEC in a timely manner. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, on the date of such amending or superseding filing), (i) the Company SEC Reports complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects with the SECrequirements of NASDAQ, copies the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as the annual reports and of the information, documentscase may be, and other reports (or copies of such portions of any of the foregoing as the SEC may by respective rules and regulations prescribeof the SEC promulgated thereunder applicable to such Company SEC Reports and (ii) which the Company SEC Reports did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company Subsidiary is not required to file any forms, reports or other documents with the SEC pursuant to Sections Section 13 or 15(d) 15 of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)Act. (b) So long The Company has established and maintains disclosure controls and procedures (as any defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities remain OutstandingSEC, and that all such information required to be disclosed by the Company shall cause its annual report to stockholders in the reports that it files or submits under the Exchange Act is accumulated and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed communicated to the Holders Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such Outstanding Securities at their addresses appearing reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the RegisterXxxxxxxx-Xxxxx Act of 2002. (c) At any time The Company and the Company does not Subsidiary have established and maintain a class system of securities registered, or is not otherwise required to file quarterly internal control over financial reporting (as defined in Rules 13a-15(f) and other reports 15d-15(f) under the Securities Exchange Act Act) sufficient to provide reasonable assurance (i) regarding the reliability of 1934the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, as amended, (ii) that receipts and expenditures of the Company will prepare or cause to be prepared, for each are being made only in accordance with the authorization of the first three (3) quarters of each fiscal year, an unaudited balance sheet management and directors of the Company and its consolidated Subsidiaries as at (iii) regarding prevention or timely detection of the end unauthorized acquisition, use or disposition of such quarter the Company’s assets that could have a material effect on the Company’s financial statements. The Company has disclosed, based on the most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and related unaudited consolidated statements of income and retained earnings and cash flow the audit committee of the Company Board (1) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and its consolidated Subsidiaries for report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has provided to Parent prior to the date of this Agreement (i) a summary of any such quarter disclosure made by the Company to the Company’s auditors and the portion audit committee of the fiscal year through Company Board since December 31, 2010 and (ii) any communication since December 31, 2012 made by the Company’s auditors to the audit committee of the Company Board required or contemplated by listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. (d) The Company, since December 31, 2010, has complied in all material respects with, and is in compliance in all material respects with, all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the SEC. There are no outstanding loans or other extension of credit made by the Company or the Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (e) Neither the Company nor the Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and the Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of Regulation S-K under the Securities Act)), where the result, purpose or intended effect of such dateContract is to avoid disclosure of any material transaction involving, setting forth in each case in comparative form or material liabilities of, the figures for Company or the corresponding year-to-date period Company Subsidiary in the previous yearCompany’s published financial statements or other Company SEC Reports. (f) The Company has made available to Parent accurate and complete copies of all material correspondence since December 31, certified by 2010 through the principal financial officer date hereof between the SEC, on the one hand, and the Company and the Company Subsidiary, on the other hand, including comment letters from the staff of the SEC relating to the Company SEC Reports containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, and for each fiscal year, an audited balance sheet as of the date hereof, no Company and its consolidated Subsidiaries as at SEC Report is the end subject of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such yearongoing review, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, comment or investigation by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. (ai) The Company shall deliver to the Trustee as soon as practicable after it files them As of their respective dates, each report, information statement and proxy statement filed by Purchaser with the U.S. Securities and Exchange Commission (the “SEC”) since January 17, copies of 2013, which are all the annual forms, reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is documents required to file be filed by Purchaser and its subsidiaries with the SEC pursuant to Sections 13 or 15(dsince January 17, 2013 (collectively, the “Purchaser SEC Reports”): (A) was prepared in accordance and complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended. The Company also shall comply with amended (the other provisions “Exchange Act”), and the rules and regulations of TIA the SEC thereunder applicable to such Purchaser SEC Reports, and (SB) 314(a)did not at the time it was filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (bii) So long as Each set of financial statements (including, in each case, any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing related notes thereto) contained in the Register. (c) At any time Purchaser SEC Reports, including each Purchaser SEC Report filed after the Company does not have a class of securities registereddate hereof until the Closing, was or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, GAAP and in a manner consistent throughout the periods involved (except as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of indicated in the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 notes thereto or, in the case of each unaudited financial statements, subject to the absence of footnotes as permitted by the applicable rules and regulations of the HoldersSEC) and each fairly presents or will fairly present in all material respects the financial position of Purchaser at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements, are or will be subject to normal adjustments which are not expected to have a Material Adverse Effect on Purchaser. (iii) Purchaser has been and is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. Purchaser has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Purchaser’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Purchaser in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Purchaser as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Purchaser has disclosed, based on its most recent evaluations, to such Holder's address as set forth Purchaser’s accountants and the board of directors of Purchaser (A) all significant deficiencies in the Register design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities.Exchange Act) and any material weaknesses that have more than a remote chance to materially adversely affect Purchaser’s ability to record, process, summarize and report financial data and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Purchaser’s internal control over financial reporting;

SEC Reports. (a) The Company shall deliver to the Trustee has timely filed or furnished, as soon as practicable after it files them with the SECapplicable, copies of the annual reports and of the informationall reports, documentsproxy statements, schedules, forms, statements, certifications and other reports documents (including exhibits and all other information incorporated by reference therein) required to be filed or copies of such portions of any of the foregoing as the SEC may furnished by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (the “SEC Reports”) since the Company was first required by Law or regulation to file such material. The Draft Super 8-K complies, the Super 8-K when filed will prepare be substantially identical to the Draft Super 8-K and will comply, and the SEC Reports at the time they were filed complied, in all material respects with the Securities Act or cause the Exchange Act, as applicable. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period described in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements SEC Reports or will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements required to be mailed to described in the Trustee and each of the Holders of the Securities within fortySuper 8-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearK that were or are not described, to the addresses set forth in Section 11.2 all material respects, therein or, in the case of each Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be described in the Super 8-K, are not described in the Draft Super 8-K. There are no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that are required to be filed as exhibits to the SEC Reports or the Super 8-K that were not or will not have been filed as required in the SEC Reports or the Super 8-K and, in the case of no Contracts (or any material change or amendment thereto, or any waiver of any material right thereunder) that will be required to be filed as exhibits to the Super 8-K, are not included as exhibits to the Draft Super 8-K. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the HoldersSEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to such Holder's address as set forth the Company’s knowledge, threatened orally), in the Register each case regarding any accounting practice of the SecuritiesCompany or any of its Subsidiaries or otherwise relating to the Company or any of its Subsidiaries.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies of the annual Acquiror has filed all reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file be filed by it with the SEC pursuant to Sections 13 the Securities Act and the Exchange Act. Acquiror has made available to the Company or 15(dits counsel through EDGAX x xrue and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filings filed with the SEC by Acquiror since January 1, 1998, and, prior to the Effective Time, Acquiror will have made available to the Company or its counsel through EDGAX xxxe and complete copies of any additional documents filed with the SEC by Acquiror prior to the Effective Time (collectively, the "Acquiror SEC Documents"). In addition, Acquiror has made available to the Company all exhibits to the Acquiror SEC Documents filed prior to the date hereof which are (i) reasonably requested by the Company and (ii) are not available in complete form through EDGAX ("Xequested Confidential Exhibits") and will promptly make available to the Company all Requested Confidential Exhibits to any additional Acquiror SEC Documents filed prior to the Effective Time. All documents required to be filed as exhibits to the Acquiror SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Acquiror nor any of its subsidiaries is in default thereunder. As of their respective filing dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act") and the Securities Act and none of the Acquiror SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Acquiror SEC Document prior to the date hereof. The Company also shall comply financial statements of Acquiror, including the notes thereto, included in the Acquiror SEC Documents (the "Acquiror Financial Statements"), complied as to form in all material respects with applicable accounting requirements and with the other provisions of TIA (S) 314(a). (b) So long as any published rules and regulations of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders SEC with respect thereto as of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Companyrespective dates, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be have been prepared in accordance with generally accepted accounting principles, principles applied on a basis consistent throughout the periods indicated and consistent with each other (except as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of indicated in the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 notes thereto or, in the case of each unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the HoldersSEC). The Acquiror Financial Statements fairly present the consolidated financial condition and operating results of Acquiror and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to such Holder's address normal, recurring year-end adjustments). There has been no material change in Acquiror accounting policies except as set forth described in the Register of notes to the SecuritiesAcquiror Financial Statements.

SEC Reports. (a) The Company shall deliver previously has made available to Parent (i) its Annual Report on Form 10-K for the Trustee year ended December 31, 2004 (the "Company 10-K"), as soon as practicable after it files them filed with the SEC, copies (ii) all proxy statements relating to Company's meetings of the annual reports stockholders held or to be held after December 31, 2004 and of the information(iii) all other documents filed by Company with, documentsor furnished by Company to, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), since January 1, 2002 and prior to the date of this Agreement (the "Company will prepare or cause to be preparedSEC Reports"). As of their respective dates, for each such documents complied, and all documents filed by Company with the SEC between the date of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter this Agreement and the portion Closing Date shall comply, in all material respects, with applicable SEC requirements (including the Sarbanes-Oxley Act of 2002 and the fiscal year through such daterelated rules and regulations promuxxxxxx xxxxxxxder) and did not, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, or in the case of each documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Holderscircumstances under which they were made, not misleading. On and since January 1, 2002, Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) Company has made available to Parent a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to such Holder's address (i) Company Agreements which previously have been filed by Company with the SEC pursuant to the Securities Act of 1933, as set forth in amended (the Register "Securities Act") or Exchange Act and (ii) Company SEC Reports filed prior to the date hereof. Company has timely responded to all comment letters and other correspondence of the Securitiesstaff of the SEC relating to the Company SEC Reports, and the SEC has not notified Company that any final responses are inadequate, insufficient or otherwise non-responsive. Company has made available to Parent true and complete copies of all correspondence between the SEC, on the one hand, and Company and any of the Company Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Parent any such correspondence sent or received after the date hereof. To the knowledge of Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.

SEC Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) The of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall deliver to the Trustee as soon as practicable after it files them file with the SEC, copies of and make available to the Trustee and the Holders, the annual reports and of the information, documents, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Company is required not permitted to file such reports, documents and information with the SEC pursuant to Sections the Exchange Act, the Company shall nevertheless make available such Exchange Act information (as well as the details regarding the conference call described below) to the Trustee and the Holders as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act within the time periods specified therein or in the relevant forms. Unless the Company is subject to the reporting requirements of 1934the Exchange Act, the Company shall also hold a quarterly conference call for the Holders to discuss such financial information. The conference call will not be held later than three Business Days from the time the Company distributes the financial information as amendedset forth above. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. The Company shall also shall comply with the other provisions of TIA (S) § 314(a). (b) So long as . If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and the Securities remain OutstandingConsolidated EBITDA of the Unrestricted Subsidiaries taken together exceeds 10% of the Consolidated EBITDA of the Company, then the Company quarterly and annual financial information required by the preceding paragraph shall cause its annual report to stockholders and any quarterly include a reasonably detailed presentation, either on the face of the financial statements or other financial reports furnished by it to stockholders generally, to be mailed in the footnotes to the Holders financial statements and in Management's Discussion and Analysis of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class Results of securities registeredOperations and Financial Condition, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters financial condition and results of each fiscal year, an unaudited balance sheet operations of the Company and its consolidated Subsidiaries as at Restricted Subsidiaries. In addition, the end Company and the Guarantors shall make available to the Holders and to securities analysts, prospective investors, upon the request of such quarter holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For purposes of this covenant, the Company and related unaudited consolidated statements the Guarantors will be deemed to have furnished the reports to the Trustee and the holders of income Notes as required by this covenant if it has filed such reports with the SEC via the XXXXX filing system and retained earnings such reports are publicly available. The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (each as defined in the Registration Rights Agreement) by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and cash flow any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company's reporting obligations set forth in the first three paragraphs of this covenant, provided, further, that at such time the Company is not required to pay any additional interest pursuant to the Registration Rights Agreement. In the event that (1) the rules and regulations of the SEC permit the Company and any direct or indirect parent company of the Company to report at such parent entity's level on a consolidated basis and its consolidated Subsidiaries for (2) such quarter and the portion parent entity of the fiscal year through such dateCompany is not engaged in any business in any material respect other than incidental to its ownership, setting forth in each case in comparative form directly or indirectly of the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Capital Stock of the Company, the information and for each fiscal year, an audited balance sheet of reports required by the Company and its consolidated Subsidiaries as at the end covenant may be those of such year and related audited parent company on a consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesbasis.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SECCBH has filed all forms, 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 SEC may by rules and regulations prescribe) which the Company is documents required to file be filed by it with the SEC pursuant to Sections 13 since December 31, 2007 (the “CBH Audit Date”) (including, without limitation, CBH’s Annual Report on Form 10-KSB for the year ended December 31, 2007 and CBH’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008 and all certifications and statements required by Rule 13a-14 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports 15d-14 under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”) or 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with respect to any Annual Reports or Proxy Statements, and Current Reports on Form 8-K), pursuant to the federal securities laws and the SEC’s rules and regulations thereunder, and SOX and all rules and regulations thereunder (collectively, and together with all forms, reports and documents filed by CBH with the SEC after December 31, 2007, including any amendments thereto, the Company will prepare “CBH SEC Reports”). CBH SEC Reports were or cause to be preparedwill, for each of the first three (3) quarters of each fiscal yearas applicable, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders requirements of the Securities within forty-five (45) days after Act and the close Exchange Act, as the case may be, and the rules and regulations thereunder. As of each their respective dates, none of CBH SEC Reports, including, without limitation, any financial statements or schedules included therein, contained or will contain, as applicable, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the first three (3) quarters circumstances under which they were or are made, as applicable, made, not misleading. No Subsidiary of each fiscal year CBH is or has been required to file any form, report, registration statement or other document with the SEC. 3.11 Disclosure Controls and within one hundred twenty (120) days after Procedures. CBH maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the close of each fiscal year, Exchange Act. Such controls and procedures are effective to ensure that all material information concerning CBH and its Subsidiaries is made known on a timely basis to the addresses set forth individuals responsible for the preparation of CBH’s filings with the SEC and other public disclosure documents. As used in this Section 11.2 or3.11, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.SEC. -13- 3.12

SEC Reports. (a) The Company shall deliver has filed with or furnished to the Trustee as soon as practicable after it files them SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2009 (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the “Company SEC Reports”), all of which were prepared in all material respects in accordance with the SEC, copies applicable requirements of the annual reports Exchange Act, the Securities Act and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which promulgated thereunder (the “Securities Laws”). As of their respective dates (or, if amended prior to the date of this Agreement, as of the respective dates of such amendments), the Company is SEC Reports (i) complied, and each Company SEC Report filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to file be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.7 of the Company Disclosure Schedule, each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the SEC periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)and for normal year-end audit adjustments which would not be material in amount or effect. (b) So long Except as any set forth in Section 3.7 of the Securities remain OutstandingCompany Disclosure Schedule, the Company shall cause its annual report to stockholders has established and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Holders of such Outstanding Securities at their addresses appearing in the RegisterExchange Act). (c) At any time Except as set forth in Section 3.7 of the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amendedDisclosure Schedule, the Company will prepare has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or cause to be prepared, for each other extensions of credit made by the first three (3) quarters of each fiscal year, an unaudited balance sheet Company or any of the Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Xxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Except with respect to certain continued listing requirements of NYSE Amex Equities, since January 30, 2009, the Company has complied in all material respects with the applicable listing and its consolidated Subsidiaries corporate governance rules and regulations of NYSE Amex Equities and the OTC QB Market, as at applicable. (f) Each of the end of such quarter principal executive officer and related unaudited consolidated statements of income and retained earnings and cash flow principal financial officer of the Company (or each former principal executive officer and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and for each fiscal year, an audited balance sheet 15d-14 under the Exchange Act and Sections 302 and 906 of the Company Xxxxxxxx-Xxxxx Act and its consolidated Subsidiaries as at the end of such year any related rules and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, regulations promulgated by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principlesSEC, NYSE Amex Equities, and the OTC QB Market, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesapplicable.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEChas filed all reports, copies of the annual reports and of the informationschedules, documentsforms, statements and other reports (or copies of such portions of any of the foregoing as the SEC may documents required to be filed by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of under the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) and when filed, each SEC Report was in compliance in all material respects with the requirements of its report form, the Exchange Act and the Securities Act. The Company represents that it will use commercially reasonable efforts to comply with its reporting obligations under the Exchange Act. However, due to complexities resulting from recent corporate transactions, including the share exchange, there is a risk that certain future filings may not be timely. Please refer to the Risk Factors set forth on Schedule I for further information. In the event of any delayed filings, the Company will prepare or cause take all reasonable steps to be prepared, for each of rectify its reporting status and maintain its “current” reporting status with the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries SEC as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries soon as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustmentspossible. The Company will cause a copy of the respective financial statements acknowledges that untimely filings may impact its eligibility to be mailed to the Trustee use certain forms, including Form S-3, for registration and each of the Holders of the Securities within fortycapital-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearraising purposes. The Company further represents that, to the addresses set forth best of its knowledge, all proxy statements, reports, registration statements, schedules, forms, and other documents required to be filed with the SEC after the date hereof and through the relevant Closing Date will, if and when filed, comply in Section 11.2 orall material respects with the requirements of the Exchange Act and the Securities Act, and will not, at the time of filing, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the case of each light of the Holderscircumstances under which they were made, not misleading. Notwithstanding any failure by the Company to file any proxy statement, report, registration statement, schedule, form, or other document in a timely manner, such Holder's address as set forth in failure shall not constitute a breach of this Section 7, provided that the Register of Company exercises commercially reasonable efforts to correct any such delays and maintain “current” reporting status with the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver has timely filed or furnished, as the case may be, all registration statements, proxy statements, reports, forms and other documents required to the Trustee as soon as practicable after be filed or furnished by it files them with the SEC, copies of with the annual reports and of the information, documents, and other reports SEC (or copies of such portions of any all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein are referred to as the “Company SEC may by rules and regulations prescribeReports”) which for the one (1) year preceding the date hereof (or such shorter period as the Company is was required by law or regulation to file with such material). As of their respective effective dates (in the case of the Company SEC Reports that are registration statements filed pursuant to Sections 13 or 15(d) the requirements of the Securities Exchange Act Act) and as of 1934their respective filing dates (in the case of all other Company SEC Reports), or in each case, if amended prior to the date hereof, as amended. The of the date of the last such amendment, (i) each Company also shall comply SEC Report complied in all material respects with the other provisions applicable requirements of TIA the Securities Act or the Exchange Act, and (Sii) 314(a)none of such Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make such statements made therein, in the light of the circumstances under which they were made, not misleading. (b) So long The Company has established and maintains disclosure controls and procedures (as any defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to Company’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act of 2002. The Company is in compliance in all material respects with the provisions of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed Sxxxxxxx-Xxxxx Act of 2002 that are applicable to the Holders of such Outstanding Securities at their addresses appearing in the RegisterCompany. (c) At any time The Company is in compliance in all material respects with the Company does not have a class applicable listing and corporate governance rules and regulations of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the CompanyNASDAQ, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orhas not, in the case of each of twelve (12) months preceding the Holdersdate hereof, received notice from NASDAQ to the effect that the Company is not in compliance with such Holder's address as set forth in the Register of the Securitieslisting and corporate governance rules and regulations.

SEC Reports. (a) The Company shall deliver to has furnished Acquiror with copies of its Annual Report on Form 10-K for the Trustee fiscal year ended December 31, 2003, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and all other reports or registration statements filed by the Company with the SEC under applicable laws, rules and regulations since December 31, 2003 (all such reports and registration statements being herein collectively called the "Company SEC Filings"), each as soon as practicable after filed with the SEC. Each such Company SEC Filing when it files them became effective or was filed with the SEC, copies as the case may be, complied in all material respects with the requirements of the annual reports Securities Act and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), as applicable, and the rules and regulations of the SEC thereunder and each Company SEC Filing did not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of circumstances under which they were made, not misleading. The Company also shall comply has filed, in a timely manner, all forms, reports and documents required to be made under the Exchange Act for the twelve (12) months prior to the date of this Agreement. The financial statements of the Company included in the Company SEC Filings complied as to form in all material respects with the other provisions of TIA (S) 314(a). (b) So long as any published rules and regulations of the Securities remain OutstandingSEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the Company shall cause its annual report to stockholders periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and any quarterly or other financial reports furnished by it to stockholders generallyfairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be mailed to material) the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet consolidated financial position of the Company and its consolidated Subsidiaries as at of their respective dates and the end consolidated results of such quarter operations and related unaudited the consolidated statements of income and retained earnings and cash flow flows of the Company and its consolidated Subsidiaries for such quarter the periods presented therein. The Chief Executive Officer and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet Chief Financial Officer of the Company have signed, and the Company has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its consolidated Subsidiaries as at officers has received notice from any Governmental Entity questioning or challenging the end accuracy, completeness, form or manner of filing of such year and related audited consolidated statements of income and retained earnings and cash flow of certifications. As used in this Section 3.27, the Company and its consolidated Subsidiaries for such yearterm "file" shall be broadly construed to include any manner in which a document or information is furnished, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed supplied otherwise made available to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. Except as set forth on Schedule 4.22, a21 has filed all material proxy statements, reports and other material documents required to be filed by it under the Exchange Act. a21 has filed copies of: (ai) The Company its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2004; and (ii) its Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, and (iii) the Form 8-K filings which it has made during the fiscal year to date (collectively, the “SEC Reports”). a21 shall deliver file its Annual Report on Form 10-KSB for its fiscal year ended December 31, 2005 during the extension period for making such filing under applicable federal securities laws. Each SEC Report was, at the time of its filing, in compliance in all material respects with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each registration statement and any amendment thereto filed by a21 since January 1, 2003 pursuant to the Trustee as soon as practicable after it files them with Securities Act and the SEC, 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 SEC may by rules and regulations prescribe) which thereunder, as of the Company is date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to file with be stated therein or necessary in order to make the SEC statements made therein not misleading; and each prospectus filed pursuant to Sections 13 or 15(dRule 424(b) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934Act, as amended, of its issue date and as of the Company will prepare closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or cause omit to state any material fact required to be prepared, for each of stated therein or necessary in order to make the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 ormade therein, in the case of each light of the Holderscircumstances under which they were made, to such Holder's address as set forth in the Register of the Securitiesnot misleading.

SEC Reports. (a) SyntheMed has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since January 1, 2009 (such documents, as supplemented or amended since the time of filing, the “SyntheMed SEC Reports”). The Company shall deliver SyntheMed SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the Trustee as soon as practicable after it files them extent then applicable, SOX, including in each case, the rules and regulations thereunder and (ii) except to the extent that information contained in any SyntheMed SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed SyntheMed SEC Report, did not at the time they were filed with the SEC, copies or will not at the time they are filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the annual reports and circumstances under which they were made, not misleading. No Subsidiary of the information, documents, and other reports (SyntheMed is or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is has been required to file any form, report, registration statement or other document with the SEC. SyntheMed maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning SyntheMed and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of SyntheMed’s filings with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedand other public disclosure documents. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain OutstandingAs used in this Section 2.4, the Company term “file” shall cause its annual report be broadly construed to stockholders and include any quarterly manner in which a document or other financial reports furnished by it to stockholders generallyinformation is furnished, to be mailed supplied or otherwise made available to the Holders SEC. With respect to SyntheMed’s Annual Report on Form 10-K for each fiscal year of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredSyntheMed beginning on or after January 1, or is not otherwise required to file quarterly 2009 and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, SyntheMed’s Quarterly Reports on Form 10-Q for each of the first three (3) fiscal quarters in each of each such fiscal yearyears of SyntheMed, an unaudited balance sheet all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the Company SEC promulgated thereunder, complied with such rules and its consolidated Subsidiaries regulations and the statements contained in such certifications statements were true and correct as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company date of the filing thereof. (b) Since January 1, 2009, neither SyntheMed nor any of its Subsidiaries or, to SyntheMed’s Knowledge, any Representative of SyntheMed or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SyntheMed or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that SyntheMed or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) The SyntheMed Corporations have implemented and its consolidated Subsidiaries for such quarter maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the portion preparation of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared for external purposes in accordance with generally accepted accounting principlesGAAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in effect from time conformity with GAAP and to timemaintain asset accountability, consistently applied(iii) access to assets is permitted only in accordance with management’s general or specific authorization, except and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since January 1, 2009, (A) there have not been any changes with which in the Company's independent public accountants concur SyntheMed Corporations’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the SyntheMed Corporations’ internal control over financial reporting; (B) all significant deficiencies and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy material weaknesses in the design or operation of the respective SyntheMed Corporations’ internal control over financial statements reporting which are reasonably likely to be mailed adversely affect the SyntheMed Corporations’ ability to record, process, summarize and report financial information have been disclosed to SyntheMed’s outside auditors and the Trustee audit committee of SyntheMed’s board of directors, and each of (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in the Holders of the Securities within forty-five SyntheMed Corporations’ internal control over financial reporting. (45d) days after the close of each of the first three (3) quarters of each fiscal year SyntheMed is, and within one hundred twenty (120) days after the close of each fiscal yearsince January 1, to the addresses set forth in Section 11.2 or2009 has been, in compliance with the case applicable provisions of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSOX.

SEC Reports. (a) The Company shall deliver has filed with or furnished to the Trustee as soon as practicable after it files them SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Company since January 1, 2009 (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the “Company SEC Reports”), all of which were prepared in all material respects in accordance with the SEC, copies applicable requirements of the annual reports Exchange Act, the Securities Act and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which promulgated thereunder (the “Securities Laws”). As of their respective dates (or, if amended prior to the date of this Agreement, as of the respective dates of such amendments), the Company is SEC Reports (i) complied, and each Company SEC Report filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to file be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 3.7 of the Company Disclosure Schedule, each of the consolidated balance sheets included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the SEC periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a)and for normal year-end audit adjustments which would not be material in amount or effect. (b) So long Except as any set forth in Section 3.7 of the Securities remain OutstandingCompany Disclosure Schedule, the Company shall cause its annual report to stockholders has established and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Holders of such Outstanding Securities at their addresses appearing in the RegisterExchange Act). (c) At any time Except as set forth in Section 3.7 of the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amendedDisclosure Schedule, the Company will prepare has established and maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15 under the Exchange Act). (d) There are no outstanding loans or cause to be prepared, for each other extensions of credit made by the first three (3) quarters of each fiscal year, an unaudited balance sheet Company or any of the Company Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Sarbanes-Oxley Act, taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Except with respect to certain contxxxxx xxxxxxx requirements of NYSE Amex Equities, since January 30, 2009, the Company has complied in all material respects with the applicable listing and its consolidated Subsidiaries corporate governance rules and regulations of NYSE Amex Equities and the OTC QB Market, as at applicable. (f) Each of the end of such quarter principal executive officer and related unaudited consolidated statements of income and retained earnings and cash flow principal financial officer of the Company (or each former principal executive officer and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and for each fiscal year, an audited balance sheet 15d-14 under the Exchange Act and Sections 302 and 906 of the Company Sarbanes-Oxley Act and its consolidated Subsidiaries as at any related rules and regulations promulgated bx xxx XXX, XXXE Amex Equities, and the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principlesOTC QB Market, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesapplicable.

SEC Reports. The filings required to be made by the Company under the Securities Act and the Exchange Act (athe “SEC Reports”) The Company shall deliver to the Trustee as soon as practicable after it files them have been filed in a timely manner with the SEC, copies including all forms, statements, reports, written agreements and all documents, exhibits, amendments and supplements appertaining thereto, and the Company has complied in all material respects with all applicable requirements of the annual reports appropriate act and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) thereunder. As of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any form, report or other document with the SEC. The SEC pursuant has not initiated any proceeding or, to Sections 13 the Company’s knowledge, investigation into the business or 15(d) operations of the Securities Exchange Act Company or any of 1934, as amendedits Subsidiaries. The Company also shall comply with has timely filed all certifications and statements required by (a) Rule 13a-14 or Rule 15d-14 under the other provisions of TIA (S) 314(a). Exchange Act or (b) So long as any 18 U.S.C. Section 1350 (Section 906 of the Securities remain OutstandingXxxxxxxx-Xxxxx Act of 2002) with respect to the SEC Reports filed after July 30, 2002. Within 90 days preceding the date of each applicable SEC Report, the Company shall cause has conducted an evaluation under the supervision and with the participation of its annual management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures, and has concluded that its disclosure controls and procedures are effective to ensure that information required to be disclosed in the SEC Reports is recorded, processed, summarized and reported, within the periods specified in, and in accordance with the requirements of, the SEC’s rules, regulations and forms. Based on such evaluations, (i) there were no significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report to stockholders financial data or material weaknesses in internal controls and any quarterly (ii) there was no fraud, whether or not material, that involved management or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet employees of the Company and or any of its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period who have a significant role in the previous yearCompany’s internal controls. As used in this Section 3.09, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will term “file” shall be prepared in accordance with generally accepted accounting principles, as in effect from time broadly construed to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed include any document or information “filed” or “furnished” to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver to has furnished the Trustee Purchasers with true and complete copies (including all amendments thereof) of its (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and 1998 as soon as practicable after it files them filed with the SEC, copies (ii) all other documents filed with the SEC (pursuant to Section 13, 14(a) and 15(d) of the annual reports Exchange Act) and of the informationCanadian securities regulatory authorities since January 1, documents, 1996 and other reports (or copies of such portions of any of the foregoing as iii) all registration statements filed with the SEC may by rules and regulations prescribesince January 1, 1996, which are all the documents (other than preliminary material) which that the Company is filed or was required to file with the SEC pursuant or the Canadian securities regulatory authorities from that date through the date hereof (clauses (i) through (iii) being referred to Sections 13 herein collectively as the "SEC REPORTS"). Except to the extent they may have been subsequently amended or 15(dotherwise modified prior to the date hereof by subsequent reporting or filings, as of their respective dates, the SEC Reports (as the same may have been amended or otherwise modified) complied in all material respects with the requirements of the Securities Act or the Exchange Act and the rules and regulations of 1934the SEC thereunder applicable to such reports and registration statements. Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as amended. The Company also shall comply with of their respective dates, the other provisions SEC Reports did not contain any untrue statement of TIA (S) 314(a)a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) So long as From the date hereof through the Closing Date, the Company will promptly furnish to the Purchasers upon their being filed copies of any documents filed by the Company with the SEC or the Canadian securities regulatory authorities (the "INTERIM SEC REPORTS"). As of their respective dates, the Interim SEC Reports will comply in all material respects with the requirements of the Securities remain OutstandingAct or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such reports and registration statements. As of their respective dates, the Company shall cause its annual report Interim SEC Reports will not contain any untrue statement of a material fact or omit to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, state a material fact required to be mailed stated therein or necessary to make the Holders statements therein, in light of such Outstanding Securities at their addresses appearing in the Registercircumstances under which they were made, not misleading. (c) At any time The audited consolidated financial statements as at and for the Company does not have a class of securities registeredperiod ended December 31, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet 1998 of the Company and its consolidated Subsidiaries included in the SEC Reports (the "1998 FINANCIAL STATEMENTS") comply as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow to form in all material respects with accounting requirements of the Company Securities Act or the Exchange Act, as applicable, and its consolidated Subsidiaries for such quarter with the published rules and the portion regulations of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountantsSEC with respect thereto. All financial statements will be The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles, principles in the United States of America ("GAAP") applied on a consistent basis (except as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the respective Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended and (iii) are in all material respects in agreement with the books and records of the Company and its subsidiaries. (d) Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the unaudited interim financial statements to be mailed to the Trustee and each of the Holders of Company as at and for all periods commencing on or after January 1, 1999 included in the Securities within forty-five (45) days after SEC Reports or the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearInterim SEC Reports comply, to the addresses set forth in Section 11.2 or, or in the case of each the Interim SEC Reports will comply, as to form in all material respects with accounting requirements of the HoldersSecurities Act or the Exchange Act, to such Holder's address as set forth applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the Register SEC Reports or in the Interim SEC Reports: (i) have been, or in the case of the SecuritiesInterim SEC Reports will be, prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present or will present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (iii) are, and will be, in all material respects in agreement with the books and records of the Company and its subsidiaries. (e) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of the Company and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company's or any of its subsidiaries' accounting system or records, or access thereto, is under the control of a Person who is not an employee of the Company or such subsidiary. (f) The Company, along with its subsidiaries, had less than $25,000,000 of aggregate sales in the United States in the most recently completed fiscal year, and as of March 31, 1999 owned, either directly or indirectly, assets in the United States with an aggregate book value of less than $15,000,000.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be subject to the Trustee as soon as practicable after it files them with the SEC, copies reporting requirements of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generallyAct, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in extent permitted by the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amendedAct, the Company will prepare or cause file with the SEC, and make available to the Trustee and the registered Holders of the Securities: (1) all quarterly and annual financial information that would be required to be preparedcontained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, for each 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. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the first three Securities as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (3a) quarters in the case of each fiscal yearquarterly reports, an unaudited balance sheet within 15 days after the time period specified in the SEC’s rules and regulations and (b) in the case of annual reports, within 30 days after the time period specified in the SEC’s rules and regulations; provided that the Company shall not be required to furnish any information, certifications or reports required by Items 307 or 308 of Regulation S-K prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of Restricted Subsidiaries. In addition, the Company and its consolidated Subsidiaries for the Note Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such quarter and Holders, the portion information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of the fiscal year through such datethis Section 3.12, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements Note Guarantors will be prepared in accordance with generally accepted accounting principles, as in effect from time deemed to time, consistently applied, except for changes with which have furnished the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed reports to the Trustee and each of the Holders of Securities as required by this Section 3.12 if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. The filing requirements set forth above for the applicable period shall be deemed satisfied by the Company prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities within forty-five (45) days after Act; provided that this paragraph shall not supersede or in any manner suspend or delay the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as Company’s reporting obligations set forth in the Register first three paragraphs of this Section 3.12. The Parent may satisfy the obligations of the SecuritiesCompany set forth above; provided that (x) the financial information filed with the SEC or delivered to Holders pursuant to this Section 3.12 should include consolidating financial statements for the Parent, the Company, the Subsidiary Guarantors and the Subsidiaries that are not Subsidiary Guarantors in the form prescribed by the SEC and (y) the Parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Company. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including 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. (a) The Notwithstanding that the Company shall deliver may not be required to be or remain subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, copies of in which case the Company shall make available the annual reports and of the informationreports, documents, information and other reports (or copies of such portions of any of the foregoing described in this Section 405 on a website), so long as the SEC may by rules Notes are Outstanding, the annual reports, documents, information and regulations prescribe) which other reports that the Company is required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Securities Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of 1934the SEC thereunder), the Company may, in lieu of making such filing, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as amendedthe case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company also will be deemed to have satisfied the requirements of this Section 405 if any Parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such Parent shall comply not own, directly or indirectly, 100% of the Capital Stock of the Company or if such Parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the non-equity differences between the financial information relating to such Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. As of the Issue Date, compliance with the other provisions requirements of TIA (S) 314(a). (b) So long as any this Section 405 will be satisfied with the filing of such reports, documents and information by Holding Parent. In addition, to the Securities remain Outstandingextent not satisfied by the foregoing, the Company shall cause its annual report will furnish to stockholders Holders thereof and any quarterly or other financial reports furnished by it to stockholders generallyprospective investors in such Notes, upon their request, the information required to be mailed delivered pursuant to Rule 144A(d)(4) (as in effect on the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time Issue Date). In connection with this Section 405, it is understood that the Company does shall not have a class of securities registered, or is not otherwise be required to file quarterly (a) comply with Section 302, Section 404 and other reports under Section 906 of the Securities Exchange Sarbanes Oxley Act of 19342002, as amended, the Company will prepare or cause to be prepared, for each related items 307 and 308 of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding yearRegulation S-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of K under the Securities within fortyAct or (b) comply with Articles 3-five (45) days after 09, 3-10 and 3-16 of Regulation S-X under the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSecurities Act.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, 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 SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other consolidated financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet statements of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow notes contained in the SEC Reports present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries for such quarter as of the dates indicated, and the portion results of its operations, cash flows and the fiscal year through such date, setting forth changes in each case in comparative form the figures shareholders’ equity for the corresponding year-to-date period in the previous yearperiods therein specified, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orsubject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. Such financial statements (including the related notes) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by GAAP. Each of the SEC Reports has been timely filed, to the extent required by law, and, as of their respective dates, each of the HoldersSEC Reports, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act or any other applicable law, as the case may be, and the rules and regulations of the SEC thereunder, in each case, to the extent applicable to such Holder's address as set forth in the Register SEC Reports, and none of the SecuritiesSEC Reports contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has made available each of the SEC Reports (including via the XXXXX system). As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the SEC Reports. To the knowledge of the Company, as of the date hereof, (A) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any SEC Reports.

SEC Reports. Since June 30, 2005, the Company has filed or furnished (aas applicable) The all forms, reports and documents with the SEC that were required to be so filed or furnished (as applicable) by it under the Exchange Act or the Securities Act and, after the date of this Agreement and until the expiration date of the Offer, the Company shall deliver will file all forms, reports and documents with the SEC that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the Company with the SEC on or prior to the Trustee expiration date of the Offer that are not required to be so filed or furnished, being collectively referred to herein as soon the “SEC Reports”). Each SEC Report complied or will comply, as practicable after it files them the case may be, as of its filing date as of its respective effective date (in the case of the SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act), as of its respective filing date (in the case of all other SEC Reports), or, in each case, if amended prior to the date hereof, as of the date of the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable rules and regulations of the Securities Act, the Exchange Act or as otherwise promulgated by the SEC, each as in effect on the date such SEC Report was filed. True and correct copies of all Company SEC Reports filed since June 30, 2005 until prior to the annual reports date hereof, whether or not required under the Securities Act or the Exchange Act have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (EXXXX) database of the informationSEC. As of its filing date (or, documentsif amended or superseded by a filing prior to the date of this Agreement, and other reports (or copies on the date of such portions amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as publicly available from the SEC, since June 30, 2005 the Company has not received from the SEC any written comments or questions with respect to any of the foregoing as SEC Reports (including the financial statements included therein) or any registration statement filed by it with the SEC may or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by rules and regulations prescribe) which the Company SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC pursuant to Sections 13 or 15(d) of Reports. Neither the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as nor any of its executive officers has received written notice from any Governmental Authority challenging or questioning the Securities remain Outstandingaccuracy, the Company shall cause its annual report to stockholders and any quarterly completeness, form or other financial reports furnished by it to stockholders generally, to be mailed to the Holders manner of filing of such Outstanding Securities at their addresses appearing in the Registercertifications. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver has furnished to the Trustee as soon as practicable after it files them Buyer a true and complete copy of each statement, report, registration statement (together with the SEC, copies prospectus in the form filed pursuant to Rule 424(b) of the annual reports and Securities Act of 1933, as amended (the information"SECURITIES ACT"), documentsif any), definitive proxy statement and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file filings filed with the SEC pursuant by the Company on or after January 1, 2002 and, prior to Sections 13 or 15(d) the Closing Date, the Company will have furnished the Buyer with true and complete copies of any additional documents filed with the SEC by the Company prior to the Closing Date (collectively, the "COMPANY SEC DOCUMENTS"), all to the extent the Company SEC Documents are not available on EDGAR. In addition, the Compaxx xxs made available to the Buyer all exhibits to the Company SEC Documents filed prior to the date hereof, and will promptly make available to the Buyer all exhibits to any additional Company SEC Documents filed prior to the Closing Date. All documents required to be filed as exhibits to the Company SEC Documents have been so filed. As of their respective filing dates, or, with respect to registration statements as of their effective dates, the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended. The Company also shall comply with amended (the other provisions of TIA (S) 314(a"EXCHANGE ACT"). (b) So long as any , and the Securities Act, and none of the Securities remain Outstanding, the Company shall cause its annual report SEC Documents contained any untrue statement of a material fact or omitted to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, state a material fact required to be mailed stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the extent corrected, modified or superseded by a subsequently filed Company does not have a class of securities registered, or SEC Document. There is not otherwise required to file quarterly and other reports no requirement under the Securities Act or the Exchange Act of 1934Act, as the case may be, to have amended any such filing, except to the extent such filing has been amended, the modified or superseded by a subsequently filed Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC Document.

SEC Reports. (a) Except as set forth on Part 3.4-1 of the Raptor Disclosure Schedule, Raptor has on a timely basis filed all forms, reports and documents required to be filed by it with the SEC since August 31, 2007 (such documents, as supplemented or amended since the time of filing, the “Raptor SEC Reports”). The Company shall deliver Raptor SEC Reports (i) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and, to the Trustee as soon as practicable after it files them extent then applicable, SOX, including in each case, the rules and regulations thereunder and (ii) except to the extent that information contained in any Raptor SEC Reports has been revised, modified or superseded (prior to the date of this Agreement) by a later filed Raptor SEC Report, did not at the time they were filed with the SEC, copies or will not at the time they are filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the annual reports circumstances under which they were made, not misleading. No Subsidiary of Raptor is or has been required to file any form, report, registration statement or other document with the SEC. Raptor and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; and such controls and procedures are designed to ensure that all material information concerning Raptor and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Raptor’s filings with the SEC and other public disclosure documents. Except as set forth on Part 3.4-2 of the informationRaptor Disclosure Schedule, documentsto Raptor’s Knowledge, each director and other reports (or copies executive officer of such portions of any Raptor has filed with the SEC on a timely basis all statements required by Section 16(a) of the foregoing as Exchange Act and the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934thereunder since August 31, as amended2007. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain OutstandingAs used in this Section 3.4, the Company term “file” shall cause its annual report be broadly construed to stockholders and include any quarterly manner in which a document or other financial reports furnished by it to stockholders generallyinformation is furnished, to be mailed supplied or otherwise made available to the Holders SEC. With respect to Raptor’s Annual Reports on Form 10-K for each fiscal year of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredRaptor beginning on or after August 31, or is not otherwise required to file quarterly 2007 and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, Raptor’s Quarterly Reports on Form 10-Q for each of the first three (3) fiscal quarters in each of each such fiscal yearyears of Raptor, an unaudited balance sheet all certifications and statements with respect thereto and required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, and the rules and regulations of the Company SEC promulgated thereunder, complied with such rules and regulations and the statements contained in such certifications statements were true and correct as of the date of the filing thereof. LEGAL_US_W # 62319343.5 -37- (b) Since August 31, 2007, neither Raptor nor any of its Subsidiaries or, to Raptor’s Knowledge, any Representative of Raptor or any of its Subsidiaries has received or has otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Raptor or any of its Subsidiaries or their internal control over financial reporting, including any complaint, allegation, assertion or claim that Raptor or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (c) Raptor and its consolidated Subsidiaries have implemented and maintain a system of internal control over financial reporting (as at defined in Rules 13a-15(f) and 15d-15(f) under the end Exchange Act) sufficient to provide reasonable assurance regarding the reliability of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter financial reporting and the portion preparation of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared for external purposes in accordance with generally accepted accounting principlesGAAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as in effect from time necessary to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy permit preparation of the respective financial statements in conformity with GAAP and to be mailed maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Trustee recorded accountability for assets is compared with the existing assets at reasonable intervals and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, appropriate action is taken with respect to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address any differences. Except as set forth in the Register Part 3.4(c) of the SecuritiesRaptor Disclosure Schedule, since August 31, 2007, (A) there have not been any changes in Raptor’s nor any of its Subsidiaries’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Raptor’s or any of its Subsidiaries’ internal control over financial reporting; (B) all significant deficiencies and material weaknesses in the design or operation of Raptor’s and its Subsidiaries’ internal control over financial reporting which are reasonably likely to adversely affect Raptor’s and its Subsidiaries’ ability to record, process, summarize and report financial information have been disclosed to Raptor’s outside auditors and the audit committee of Raptor’s board of directors, and (C) there has not been any fraud, whether or not material, that involves management or other employees who have a significant role in Raptor’s or any of its Subsidiaries’ internal control over financial reporting. Part 3.4(c) of the Raptor Disclosure Schedule lists, and Raptor has made available to TPT copies of, all reports and other documents concerning internal control filed with the SEC or delivered to Raptor by its auditors since August 31, 2007.

SEC Reports. (a) The Notwithstanding that the Company shall deliver may not be subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act and the SEC, the Company will file or furnish with the SEC, copies and make available to the Trustee and the Holders of the Notes, the annual reports and of the information, documents, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is required not permitted to file such reports, documents and information with the SEC pursuant to Sections the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act within the time periods specified therein. If the Company has designated any of 1934its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the aggregate and calculated as of the last day of the applicable fiscal quarter or fiscal year, as amended. The Company also the case may be, constitute a Significant Subsidiary, then the quarterly report on Form 10-Q or annual report on Form 10-K (or any applicable successor forms) for such fiscal quarter or fiscal year, as the case may be, required by the preceding paragraph shall comply with include a reasonably detailed presentation or, in the other provisions case of TIA (S) 314(a). clause (b) So long as any below, a summary, (a) in the footnotes to the consolidated financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the Securities remain Outstanding, the Company shall cause its annual report to stockholders consolidated financial condition and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders results of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries as at and without consolidating any such Physician Groups that are not Restricted Subsidiaries (it being understood that information comparable to that appearing under the end caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial statements include the results of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of certain physician groups that are not owned by the Company and its consolidated Subsidiaries for such quarter and will not guarantee the portion notes” in the Company’s prospectus supplement dated June [ ], 2014 relating to the original issuance of the Notes on the Issue Date will be deemed to satisfy the requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the then current fiscal year through covered by such dateForm 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, setting forth in each as the case in comparative form may be). The quarterly and annual financial information required by the figures for preceding sentence shall reflect the corresponding year-to-date period adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the previous year, certified by Company’s financial statements (it being understood that the principal financial officer Company’s direct or indirect equity interest in and share of the Companyrevenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and for each fiscal yearany management fees or other amounts payable to the Company or any of its Restricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, an audited balance sheet may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed substantially concurrently with the applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements Subsidiary Guarantors will be prepared in accordance with generally accepted accounting principles, as in effect from time deemed to time, consistently applied, except for changes with which have furnished the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed reports to the Trustee and each of the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the Securities within forty-five SEC via the XXXXX (45or successor or similar) days after the close filing system and such reports are publicly available. Delivery of each of the first three (3) quarters of each fiscal year such reports, information and within one hundred twenty (120) days after the close of each fiscal year, documents to the addresses set forth in Section 11.2 orTrustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, in including the case Company’s compliance with any of each of its covenants hereunder (as to which the Holders, Trustee is entitled to such Holder's address as set forth in the Register of the Securitiesrely exclusively on Officers’ Certificates).

SEC Reports. Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since January 1, 2008 (a) The Company shall deliver the foregoing materials, to the Trustee extent filed and publicly available prior to the date hereof, including the exhibits thereto and documents incorporated by reference therein, and including any Current Reports on Form 8-K but, in each case, excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer, being collectively referred to herein as soon as practicable after it files them with the SEC“SEC Reports”), copies on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Since January 1, 2008, each of the annual reports Company and of the informationSubsidiaries has filed all material reports, registrations, documents, filings, statements and other reports (or copies of such portions of submissions together with any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required amendments thereto, that it was required to file with any governmental entity (the foregoing, collectively, the “Company Reports”) and has paid all material fees and assessments due and payable in connection therewith. As of their respective filing dates, the Company Reports complied in all material respects with all statutes and applicable rules and regulations of the applicable governmental entities, as the case may be and as of their respective filing dates, the SEC pursuant to Sections 13 or 15(d) Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of 1934the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, the Private Placement Memoranda, as amendedof the date hereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding comments from the Commission or any other governmental entity with respect to any Company Report that were enumerated within such report or otherwise were the subject of written correspondence with respect thereto. The Company also shall comply with Reports, including the other provisions documents incorporated by reference in each of TIA (S) 314(a). (b) So long as any them, each contained substantially all of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, information required to be mailed to the Holders of such Outstanding Securities at their addresses appearing included in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet it. No executive officer of the Company and its consolidated Subsidiaries as at has failed in any respect to make the end certifications required of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow him or her under Section 302 or 906 of the Company and its consolidated Subsidiaries for such quarter and the portion Xxxxxxxx-Xxxxx Act of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities2002.

SEC Reports. (a) The Company shall deliver Litronic has made available to the Trustee as soon as practicable after it files them BIZ or its counsel correct and complete copies of each report, schedule, registration statement and definitive proxy statement filed by Litronic with the SECSEC on or after June 11, copies of 1999 ("Litronic SEC Documents"), which are all the annual reports and of the information, documents, and documents (other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribethan preliminary material) which the Company is that Litronic was required to file with the SEC pursuant on or after that date. In addition, Litronic has made available to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed BIZ all exhibits to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed Litronic SEC Documents filed prior to the Trustee date hereof which are (i) requested by BIZ and each of the Holders of the Securities within forty-five (45ii) days after the close of each of the first three are not available in complete form through XXXXX (3"Requested Confidential Exhibits") quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the addresses set forth in Section 11.2 Effective Time. As of their respective dates or, in the case of each registration statements, their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), none of the HoldersLitronic SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, to such Holder's address as set forth in the Register light of the Securitiescircumstances under which they were made, not misleading, and the Litronic SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. Litronic has filed all documents and agreements that were required to be filed as exhibits to the Litronic SEC Documents and all material contracts so filed (and those to be filed with any Litronic SEC Documents) as exhibits are in full force and effect except those which have expired in accordance with their terms, and neither Litronic nor any of the Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such material contracts required to be filed with the SEC that have not yet been filed with any Litronic SEC Documents.

SEC Reports. The Company and its Subsidiaries have timely filed with the SEC (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act) all forms, reports, schedules, statements and other documents required to be filed by the Company or its Subsidiaries with the SEC (collectively, the “Company SEC Reports”) since September 30, 2009. Except to the extent corrected by subsequent Company SEC Reports filed prior to the date hereof, such Company SEC Reports (a) The complied, and each of the Company shall deliver SEC Reports filed subsequent to the Trustee as soon as practicable after it files them date of this Agreement will comply, in all material respects with the SEC, copies applicable requirements of the annual reports and Securities Act of 1933 (the information“Securities Act”), documents, the Exchange Act and other reports (or copies of such portions of any of applicable Laws, including the foregoing as the SEC may by applicable rules and regulations prescribepromulgated thereunder and (b) did not, at the time they were filed, or if amended or restated, at the time of such later amendment or restatement, and each of the Company SEC Reports filed subsequent to the date of this Agreement will not, contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which such statements were made, not misleading. Other than WMG Holdings Corp. and WMG Acquisition Corp., no Subsidiary of the Company is required subject to file with the SEC pursuant to Sections 13 or 15(d) periodic reporting requirements of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and any periodic forms, reports, schedules, statements or other reports under documents with the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each SEC. As of the first three (3) quarters of each fiscal yeardate hereof, an unaudited balance sheet there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company and its consolidated Subsidiaries as at SEC Reports. To the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Knowledge of the Company, and for each fiscal yearas of the date hereof, an audited balance sheet none of the Company and its consolidated Subsidiaries as at SEC Reports is the end subject of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such yearongoing SEC review, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesoutstanding SEC comment or outstanding SEC investigation.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies Common Stock of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC registered pursuant to Sections 13 Section 12(b) or 15(d12(g) of the Securities Exchange Act of 19341934 (the "Exchange Act") and the Company has timely filed all proxy statements, as amendedreports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company also shall comply has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 , (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004 and (iii) its Proxy Statement filed with the other provisions SEC on April 13, 2004 (collectively, the "SEC Reports"). The Company is eligible to file a registration statement on Form S-3 with the SEC for the purpose of TIA (S) 314(a). (b) So long as any registering the resale of its securities. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the Securities remain OutstandingSEC Reports, nor the Company shall cause its annual report financial statements (and the notes thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material fact or omitted to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, state a material fact required to be mailed stated therein or necessary to make the Holders of such Outstanding Securities at their addresses appearing statements therein, in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each light of the first three (3) quarters of each fiscal yearcircumstances under which they were made, an unaudited balance sheet not misleading. The financial statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and its consolidated Subsidiaries as at the end of such quarter published rules and related unaudited consolidated statements of income and retained earnings and cash flow regulations of the Company SEC or other applicable rules and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountantsregulations with respect thereto. All Such financial statements will be have been prepared in accordance with generally accepted accounting principles, principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective otherwise indicated in such financial statements to be mailed to or the Trustee and each notes thereto or (ii) in the case of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearunaudited interim statements, to the addresses set forth extent they may not include footnotes or may be condensed) and fairly present in Section 11.2 orall material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of each of the Holdersunaudited statements, to such Holder's address as set forth in the Register of the Securitiesnormal year-end audit adjustments).

SEC Reports. (a) The Company shall deliver has filed in a timely manner with the SEC all reports required to be filed pursuant to the Trustee as soon as practicable after it files them Exchange Act and is current in its reporting obligations. As of their respective dates, all reports required to filed pursuant to the Exchange Act, and all SEC filings by the Company pursuant to the Securities Act (collectively, the “SEC Reports”) comply in all material respects with requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder and none of the SEC Reports contained an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered to CPG and Cantix or made available through the SEC, ’s XXXXX filing system true and complete copies of the annual reports Company’s audited financial statements for the fiscal year ended December 31, 2008 (the “Audited Financial Statements Date”) and unaudited financial statements for the quarter ended June 30, 2009 ((the “Quarterly Financial Statements Date”). Such audited financial statements, are referred to as the “Financial Statements.” The Financial Statements complied in all material respects with the requirements of the information, documentsExchange Act, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedCommission promulgated thereunder. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not Such Financial Statements have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be been prepared in accordance with accounting principles generally accepted accounting principles, in the United States (“GAAP”) applied on a consistent basis during the periods involved (except (i) as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective otherwise indicated in such financial statements to be mailed to or the Trustee and each notes thereto or (ii) in the case of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearunaudited interim statements, to the addresses set forth extent they may not include footnotes or may be condensed or summary statements), and fairly present in Section 11.2 orall material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of each of the Holdersunaudited statements, to such Holder's address as set forth in the Register of the Securitiesnormal year-end audit adjustments).

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them has timely filed with the U.S. Securities and Exchange Commission (the "SEC, copies of ") under the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is Exchange Act all documents required to file with the SEC pursuant to be filed under Sections 13 13, 14 or 15(d) of the Securities Exchange Act since December 31, 1997. Prior to each Closing Date, the Company shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of 1934, as amended. The the Company also shall comply filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other provisions documents filed by the Company with the SEC since December 31, 1998, in each case as filed with the SEC (collectively, the "COMPANY SEC REPORTS"). As of TIA (S) 314(a)their respective dates, such documents complied in all material respects with applicable SEC requirements and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) So long as any of the Securities remain Outstanding, Neither the Company shall cause its annual report to stockholders and nor any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer Subsidiary of the Company, if any, is a party to or bound by, and for each fiscal yearneither they nor their properties are subject to, an audited balance sheet any contract or other agreement, or any amendment thereto, required to be disclosed in a Form 10-K, Form 10-Q or Form 8-K of the Company and its consolidated Subsidiaries which is not disclosed in the Company SEC Reports. Except as at disclosed in the end Company SEC Reports or as disclosed on Schedule 3.5(b) attached hereto, all of such year contracts and related audited consolidated statements of income other agreements are valid, subsisting, in full force and retained earnings and cash flow effect, binding upon the Company or the applicable subsidiary of the Company and its consolidated Subsidiaries for such yearCompany, setting forth in comparative form if any, and, to the figures for the previous year, reported on without a qualification arising out best knowledge of the scope of Company, binding upon the audit, by the Company's independent public accountants. All financial statements will be prepared other parties thereto in accordance with generally accepted accounting principlestheir terms, as in effect from time to time, consistently applied, except for changes with which and the Company or the applicable subsidiary of the Company's independent public accountants concur , if any, have paid in full or accrued all amounts now due from them thereunder, and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements have satisfied in full or provided for their liabilities and obligations thereunder which are presently required to be mailed to the Trustee satisfied or provided for and each are not in default under any of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearthem, nor, to the addresses set forth best knowledge of the Company, is any other party to any such contract or other agreement in Section 11.2 ordefault thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, other than any such breaches or defaults which would not, either individually or in the case aggregate, have a Material Adverse Effect. True and complete copies of each all of the Holders, contracts and other agreements referred to such Holder's address as set forth in this Section 3.5 have been provided previously to the Register of the SecuritiesPurchaser.

SEC Reports. (a) The Company shall deliver previously has made available to Parent (i) its Annual Report on Form 10-K for the Trustee year ended December 31, 2004 (the “Company 10-K”), as soon as practicable after it files them filed with the SEC, copies (ii) all proxy statements relating to Company’s meetings of the annual reports stockholders held or to be held after December 31, 2004 and of the information(iii) all other documents filed by Company with, documentsor furnished by Company to, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), since January 1, 2002 and prior to the date of this Agreement (the “Company will prepare or cause to be preparedSEC Reports”). As of their respective dates, for each such documents complied, and all documents filed by Company with the SEC between the date of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter this Agreement and the portion Closing Date shall comply, in all material respects, with applicable SEC requirements (including the Xxxxxxxx-Xxxxx Act of 2002 and the fiscal year through such daterelated rules and regulations promulgated thereunder) and did not, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, or in the case of each documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the Holderscircumstances under which they were made, not misleading. On and since January 1, 2002, Company has timely filed, and between the date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Company Subsidiary is required to file any form, report or other document with the SEC. (b) Company has made available to Parent a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to such Holder's address (i) Company Agreements which previously have been filed by Company with the SEC pursuant to the Securities Act of 1933, as set forth in amended (the Register “Securities Act”) or Exchange Act and (ii) Company SEC Reports filed prior to the date hereof. Company has timely responded to all comment letters and other correspondence of the Securitiesstaff of the SEC relating to the Company SEC Reports, and the SEC has not notified Company that any final responses are inadequate, insufficient or otherwise non-responsive. Company has made available to Parent true and complete copies of all correspondence between the SEC, on the one hand, and Company and any of the Company Subsidiaries, on the other, occurring since January 1, 2002 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Parent any such correspondence sent or received after the date hereof. To the knowledge of Company, none of the Company SEC Reports is the subject of ongoing SEC review or outstanding SEC comment.

SEC Reports. (a) The Company shall deliver has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the Trustee as soon as practicable after it files them expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the SEC, copies requirements of the annual reports Securities Act and the Exchange Act, as applicable, and none of the informationSEC Reports, documentswhen filed, and other reports (contained any untrue statement of a material fact or copies of such portions of any omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the foregoing as circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC may Reports or incorporated by reference therein comply in all material respects with applicable accounting requirements and the rules and regulations prescribe) which of the Company is required to file Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the SEC pursuant to Sections 13 or 15(d) requirements of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain OutstandingAct, the Company shall cause its annual report to stockholders Exchange Act, and any quarterly in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved. Except as may be otherwise specified in such financial statements or other the notes thereto and except that unaudited financial reports furnished statements may not contain all footnotes required by it to stockholders generallyGAAP, to be mailed to and fairly present in all material respects the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet financial position of the Company and its consolidated Subsidiaries subsidiaries as at of and for the end dates thereof and the results of such quarter and related unaudited consolidated statements of income and retained earnings operations and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures flows for the corresponding year-to-date period in the previous yearperiods then ended, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orsubject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Reports that are not included or incorporated by reference as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Reports. The financial data set forth in each of the HoldersSEC Reports fairly presents, to such Holder's address as in all material respects, the information set forth in the Register therein on a basis consistent with that of the Securitiesaudited financial statements.

SEC Reports. (a) The Company shall deliver has filed or furnished (as applicable) on the SEC Xxxxx System or made available to Parent all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished (as applicable) by the Company with the SEC since the Reference Date (collectively, the “Company SEC Reports”), and true and correct copies of all such Company SEC Reports are available on the SEC Xxxxx System or have been made available to Parent. The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the Trustee Effective Time, (i) were and, in the case of the Company SEC Reports filed or furnished (as soon as practicable applicable) after it files them the date hereof, will be, prepared in accordance with the SEC, copies applicable requirements of the annual reports Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and of the informationXxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), documentsas the case may be, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribethereunder, and (ii) except to the extent that information contained in any Company SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Report, did not at the time they were filed or furnished (as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date of this Agreement, will not as of the time they are filed or furnished (as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file or furnish (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since the Reference Date, other than arising after the date hereof from or relating to the Merger or any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority, any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC pursuant that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to Sections 13 the Company’s Knowledge, there is not any investigation or 15(d) review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the Securities Exchange Act of 1934, as amendedfinancial statements included therein). The Company also shall comply with maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the other provisions of TIA (S) 314(a). (b) So long as any Exchange Act that are designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities remain Outstanding, the Company shall cause its annual report to stockholders SEC and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed that all such information is accumulated and communicated to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise Company’s management as appropriate to allow timely decisions regarding required disclosure and to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for enable each of the first three (3) quarters of each fiscal year, an unaudited balance sheet principal executive officer of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of Company to make the Company and its consolidated Subsidiaries as at certifications required under the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance Exchange Act with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, respect to such Holder's address as set forth in the Register of the Securitiesreports.

SEC Reports. (a) The Company shall deliver has previously made available to the Trustee as soon as practicable after it files them with Buyer each communication sent by the SECCompany to its stockholders generally since January 1, copies of the annual reports and of the information, documents2001, and other reports (or copies of will continue to make such portions of any of filings and communications available to the foregoing as Buyer until the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934Closing. Since January 1, as amended. The Company also shall comply with the other provisions of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding2001, the Company shall cause its annual report has timely filed all SEC Reports required to stockholders the filed by it under the Exchange Act and any quarterly other reports or other financial reports furnished by it to stockholders generally, documents required to be mailed filed with the Commission. At the time of filing, mailing, or delivery thereof, the SEC Reports were prepared in accordance with the applicable requirements of the Exchange Act and the regulations promulgated hereunder, and none of such documents or information contained or will contain an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the Commission prior to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each date hereof. Each of the first three consolidated balance sheets included in or incorporated by reference into the SEC Reports (3including any related notes and schedules) quarters of each fiscal year, an unaudited balance sheet fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such datedate thereof, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into the SEC Reports (including any related notes and schedules), fairly presents in all material respects the results of operations, changes in stockholders' equity and cash flows of the Securities within forty-five (45) days after Acquired Companies as at the close of each of respective dates or for the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses periods set forth in Section 11.2 ortherein (subject, in the case of each of the Holdersunaudited statements, to such Holder's address exceptions as set forth may be permitted by Form 10-Q under the Exchange Act, in each case in accordance with GAAP consistently applied during the Register periods involved, except as may be noted therein. Upon written request of the SecuritiesBuyer, the Company will furnish to the Buyer copies of (i) all correspondence received from the Commission and (ii) any of the agreements and instruments filed as exhibits to the SEC Reports. The Company has furnished to the Buyer a complete and accurate copy of any amendments or modifications, which have not yet been filed with the Commission, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by the Company with the Commission pursuant to the Securities Act or Exchange Act.

SEC Reports. (a) The Company shall deliver to has furnished Acquiror with copies of its Annual Report on Form 10-K for the Trustee fiscal year ended December 31, 2003, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and all other reports or registration statements filed by the Company with the SEC under applicable laws, rules and regulations since December 31, 2003 (all such reports and registration statements being herein collectively called the “Company SEC Filings”), each as soon as practicable after filed with the SEC. Each such Company SEC Filing when it files them became effective or was filed with the SEC, copies as the case may be, complied in all material respects with the requirements of the annual reports Securities Act and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), as applicable, and the rules and regulations of the SEC thereunder and each Company SEC Filing did not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of circumstances under which they were made, not misleading. The Company also shall comply has filed, in a timely manner, all forms, reports and documents required to be made under the Exchange Act for the twelve (12) months prior to the date of this Agreement. The financial statements of the Company included in the Company SEC Filings complied as to form in all material respects with the other provisions of TIA (S) 314(a). (b) So long as any published rules and regulations of the Securities remain OutstandingSEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the Company shall cause its annual report to stockholders periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and any quarterly or other financial reports furnished by it to stockholders generallyfairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which will be mailed to material) the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet consolidated financial position of the Company and its consolidated Subsidiaries as at of their respective dates and the end consolidated results of such quarter operations and related unaudited the consolidated statements of income and retained earnings and cash flow flows of the Company and its consolidated Subsidiaries for such quarter the periods presented therein. The Chief Executive Officer and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet Chief Financial Officer of the Company have signed, and the Company has filed with the SEC, all certifications required by Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its consolidated Subsidiaries as at officers has received notice from any Governmental Entity questioning or challenging the end accuracy, completeness, form or manner of filing of such year and related audited consolidated statements of income and retained earnings and cash flow of certifications. As used in this Section 3.27, the Company and its consolidated Subsidiaries for such yearterm “file” shall be broadly construed to include any manner in which a document or information is furnished, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed supplied otherwise made available to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the SecuritiesSEC.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them filed on December 30, 2003 with the SEC, copies of Commission a Prospectus pursuant to Rule 424(b)(3) under the annual Securities Act relating to Registration Statement No. 333-107178 (the "Prospectus") and files reports and of the information, documents, and other reports information (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file together with the Prospectus, "SEC Reports") with the Commission pursuant to Sections Section 13 or and 15(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"). The All of the SEC Reports filed by the Company also shall comply in all material respects with the other provisions of TIA (S) 314(a). (b) So long as any requirements of the Securities remain OutstandingExchange Act or the Securities, as the Company shall cause its annual report case may be. None of the SEC Reports contains, or will contain, as of the respective dates thereof, any untrue statement of a material fact or omit to stockholders and state any quarterly or other financial reports furnished by it to stockholders generally, material fact required to be mailed stated therein or necessary to make the Holders of such Outstanding Securities at their addresses appearing statements therein not misleading in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each light of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountantscircumstances under which they were made. All financial statements will be contained in the SEC Reports have been prepared in accordance with generally accepted accounting principlesprinciples consistently applied throughout the period indicated ("GAAP"). Each balance sheet presents fairly in accordance with GAAP the financial position of the Company as of the date of such balance sheet, and each statement of operations, of stockholders' equity and of cash flows presents fairly in accordance with GAAP the results of operations, the stockholders' equity and the cash flows of the Company for the periods then ended. (b) No event has occurred since December 31, 2002 requiring the filing of an SEC Report that has not heretofore been filed. (c) The SEC Reports and this Agreement taken together as a whole will not, as of each Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements contained therein, in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy light of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearcircumstances under which they were made, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesnot misleading.

SEC Reports. Buyer has filed all required forms, reports and documents with the Securities and Exchange Commission (athe "SEC") The for the periods on or after January 1, 2013 (such filings, and any other filings made by the Company shall deliver pursuant to the Trustee Securities Act (as soon defined below) are hereinafter referred to as practicable after it files them the "SEC Reports", each of which has complied in all material respects with the SEC, copies all applicable requirements of the annual reports Securities Act of 1933, as amended (the "Securities Act") and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act), as the case may be, each as in effect on the dates such forms, reports and documents were filed. None of such SEC Reports contained when filed any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. The Company also shall comply with the other provisions consolidated financial statements of TIA (S) 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing Buyer included in the Register. (c) At any time the Company does not SEC Reports have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be been prepared in accordance with generally accepted accounting principles, GAAP applied on a consistent basis (except as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy indicated in the notes thereto), and fairly and accurately present, in all material respects, the consolidated financial position of Buyer and its consolidated subsidiaries as of the respective dates thereof and their consolidated results of operations and changes in financial statements to be mailed to position for the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearperiods then ended, to the addresses set forth in Section 11.2 orexcept, in the case of each unaudited interim financial statements, for normal year-end audit adjustments and the fact that certain information and notes have been condensed or omitted in accordance with the applicable rules of the HoldersSEC. Buyer has no material liabilities whether accrued or contingent, to such Holder's address except as set forth disclosed in the Register SEC Reports or which have arisen in the ordinary course of the SecuritiesBuyer's business since the date of the latest of such reports, neither of which will cause a Material Adverse Change.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies of the annual reports and of the information, documents, and other reports (Whether or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which not the Company is required subject to file with the SEC pursuant to Sections reporting requirements of Section 13 or 15(d) of the Securities Exchange Act, the Company shall file with the SEC (subject to the next sentence) and provide the Trustee and Holders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of 1934such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company shall be entitled to satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by filing with the SEC the Exchange Offer Registration Statement or Shelf Registration Statement, to the extent that any such Registration Statement contains substantially the same information as amendedwould be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Holders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of TIA (S) Section 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver has furnished or made available to the Trustee Company complete and accurate copies, as soon amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal years ended December 31, 2015, 2014 and 2013, as practicable after it files them filed with the Securities and Exchange Commission (the “SEC”), copies which contained audited balance sheets of the annual reports Company as of December 31, 2015, 2014 and of the information, documents2013, and the related statements of operations, stockholders’ deficiency and cash flows for the years then ended; (b) Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016; and (c) all other reports (or copies of such portions of any of the foregoing as the SEC may filed by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Sections 13 under Section 13, subsections (a) or (c) of Section 14, or Section 15(d) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), with the SEC (such reports are collectively referred to herein as the “Company Reports”). The Company also shall comply Reports constitute all of the documents required to be filed or furnished by the Company with the other provisions SEC, including under Section 13 or subsections (a) or (c) of TIA (SSection 14 of the Exchange Act, through the date of this Agreement. The Company Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder when filed. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Company Reports. Except as set forth on Section 3.6(a) 314(a)of the Company Disclosure Schedule, as of their respective dates, the Company Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) So long Except as any of set forth in the Securities remain OutstandingCompany Reports, the Company shall cause its annual report has established and maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to stockholders provide reasonable assurance (i) regarding the reliability of financial reporting and any quarterly the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (“GAAP”), (ii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company, and (iii) regarding prevention or other timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Registerstatements. (c) At any time Except as set forth in the Company does not have a class Reports, the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of securities registered, or is not otherwise the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to file quarterly and other be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934is recorded, as amendedprocessed, summarized and reported within the Company will prepare or cause to be prepared, for each time periods specified in the rules and forms of the first three (3) quarters SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of each fiscal year, an unaudited balance sheet the chief executive officer and chief financial officer of the Company and required under the Exchange Act with respect to such reports. The Company has disclosed, based on its consolidated Subsidiaries as at the end most recent evaluation of such quarter disclosure controls and related unaudited consolidated statements procedures prior to the date of income this Agreement, to the Company’s auditors and retained earnings and cash flow the audit committee of the Board of Directors of the Company (if any) and its consolidated Subsidiaries for such quarter on Section 3.6(c) of the Company Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (d) Each of the principal executive officer and the portion principal financial officer of the fiscal year through such date, setting forth in Company (or each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and for each fiscal year, an audited balance sheet Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Xxxxxxxx-Xxxxx Act”) with respect to the Company Reports, and its consolidated Subsidiaries as at the end statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such year and related audited consolidated statements of income and retained earnings and cash flow terms in the Xxxxxxxx-Xxxxx Act. The Company does not have outstanding (nor has it arranged or modified since the enactment of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the figures for the previous year, reported on without a qualification arising out meaning of Section 402 of the scope Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the audit, by Company. The Company is otherwise in compliance with all applicable provisions of the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently appliedXxxxxxxx-Xxxxx Act, except for changes with which the Company's independent public accountants concur and except any non-compliance that quarterly statements may would not reasonably be subject expected to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal yearhave, to the addresses set forth in Section 11.2 or, individually or in the case of each of the Holdersaggregate, to such Holder's address as set forth in the Register of the Securitiesa Company Material Adverse Effect.

SEC Reports. (a) The Company shall deliver to the Trustee as soon as practicable after it files them with the SEC, copies of the annual file all reports and of the information, documents, other information and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) documents which the Company it is required to file with the SEC pursuant to Sections Section 13 or 15(d) of the Securities Exchange Act Act, and within 15 days after it is required to file them with the SEC, whether or not the Company makes the filing with the SEC, the Company shall file copies of 1934all such reports, information and other documents with the Trustee; provided that any such reports, information and documents filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system shall be deemed to be filed with the Trustee. (b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as amended. to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (c) The Company also shall comply with the other provisions of TIA (S) Trust Indenture Act Section 314(a), whether or not the Securities are governed by the Trust Indenture Act. (bd) So long as At any time when the Company is not subject to Section 13 of 15(d) of the Securities remain OutstandingExchange Act, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed furnish to the Holders Trustee (i) quarterly financial statements within 45 days after the end of such Outstanding Securities at their addresses appearing in the Register. (c) At any time each fiscal quarter that are substantially equivalent to those the Company does not have a class of securities registered, or is not would otherwise be required to file quarterly and other reports under with the Securities Exchange Act of 1934Commission in a Quarterly Report on Form 10-Q, as amended, the Company will prepare or cause to be prepared, for each of the first three (3ii) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All annual financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) 90 days after the close of each of the first three (3) quarters end of each fiscal year that are substantially equivalent to those the Company would be required to file with the Commission in an Annual Report on Form 10-K, including a report thereon by the Company’s certified independent accountants, and within one hundred twenty (120iii) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of accompanying each of the Holdersfinancial statements required by (i) and (ii) above, information substantially equivalent to that required by Regulation S-K Item 303, “Management Discussion and Analysis of Financial Condition and Results of Operations;” provided, that in each case the delivery of materials to the Trustee by electronic means shall be deemed “furnished” to the Trustee for purposes of this Section 6.2(d); provided, further, that the Company shall be deemed to have satisfied its obligations under each of (i), (ii) and (iii) above if it files such Holder's address as set forth in information with the Register of Commission (if the SecuritiesCommission will accept such filing) or otherwise makes such financial statements and other information available on or through its web site.

SEC Reports. (a) The Company shall deliver Notwithstanding that the Issuers may not be required to be or remain subject to the Trustee as soon as practicable after it files them reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), copies of so long as the Notes are Outstanding, the annual reports and of the reports, information, documents, documents and other reports (or copies of such portions of any of that the foregoing as the SEC may by rules and regulations prescribe) which the Company is Issuers are required to file with the SEC pursuant to Sections 13 such Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amendedor would be so required to file if they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, as was so required to file or would be so required to file if the Company or RSC, as applicable were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company's or RSC's, as applicable, accountants not being "independent" (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the "Reporting Date") and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company or RSC, as applicable). The Company or RSC, as applicable will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company or RSC, as applicable, is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as applicable, also shall will comply with the other provisions of TIA (S) Section 314(a). (b) So long as any of the Securities remain Outstanding, the Company shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each of the first three (3) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securities.

SEC Reports. (a) The Company shall deliver to has furnished Purchasers with true and complete copies (including all amendments thereof) of its (i) Annual Reports on Form 10-K for the Trustee fiscal years ended August 3, 1997 and August 2, 1998 as soon as practicable after it files them filed with the SEC, copies (ii) Quarterly Report on Form 10-Q for the quarter ended November 1, 1998, as filed with the SEC, (iii) proxy statements related to all meetings of the its stockholders (whether annual reports or special) held since February 7, 1997 and of the information, documents, and (iv) all other reports (filed with, or copies of such portions of any of the foregoing as registration statements declared effective by, the SEC may by rules and regulations prescribesince February 7, 1997, which are all the documents (other than preliminary material) which that the Company is filed or was required to file with the SEC pursuant from that date through the date hereof (clauses (i) through (iv) being referred to Sections 13 herein collectively as the "SEC Reports"). ----------- From the date hereof through the Closing Date, the Company will furnish to Purchasers copies of any reports and registration statements to be filed with the SEC (the "Interim SEC Reports") within a reasonable amount of time prior to filing thereof. As of their respective dates, the SEC Reports (or 15(dthe Interim ------- SEC Reports, as the case may be) complied or will comply, as the case may be, in ----------- all material respects with the requirements of the Securities Act or the Exchange Act of 1934Act, as amendedthe case may be, and the rules and regulations of the SEC thereunder applicable to such reports and registration statements. The Company also shall comply with As of their respective dates, the other provisions SEC Reports (or the Interim SEC Reports, as the case may be) did not and will not, as the case may be, contain any untrue statement of TIA (S) 314(a)a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were, or will be, made, not misleading. (b) So long The audited consolidated financial statements and unaudited interim financial statements of the Company included in the SEC Reports (or to be included in the Interim SEC Reports, as any the case may be) comply as to form in all material respects with applicable accounting requirements of the Securities remain OutstandingAct or the Exchange Act, as applicable, and with the Company shall cause its annual report to stockholders published rules and any quarterly regulations of the SEC with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (or other financial reports furnished by it to stockholders generally, to be mailed to the Holders of such Outstanding Securities at their addresses appearing included in the Register. (c) At any time the Company does not have a class of securities registered, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934Interim SEC Reports, as amended, the Company will prepare or cause to be prepared, for each of the first three case may be) (3i) quarters of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be have been prepared in accordance with generally accepted accounting principles, principles ("GAAP") ---- applied on a consistent basis (except as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the respective financial statements to be mailed to the Trustee Company and each its subsidiaries as of the Holders dates thereof and the results of their operations and cash flows for the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 orperiods then ended subject, in the case of each the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (iii) are in all material respects in agreement with the books and records of the HoldersCompany and its subsidiaries. (c) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, to such Holder's address as set forth in the Register and all material transactions, of the SecuritiesCompany and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company's or any of its subsidiaries' accounting system or records, or access thereto, is under the control of a Person who is not an employee of the Company or such subsidiary (other than the Company's independent auditors and outside legal counsel).

SEC Reports. (a) The Parent previously has made available to Company shall deliver to (i) its Annual Report on Form 10-K for the Trustee year ended September 30, 2004 (the “Parent 10-K”), as soon as practicable after it files them filed with the SEC, copies (ii) all proxy statements relating to Parent’s meetings of stockholders held or to be held after September 30, 2004 and (iii) all other documents filed by Parent with, or furnished by Parent to, the annual reports SEC under the Exchange Act, since January 1, 2002 and prior to the date of this Agreement (the information“Parent SEC Reports”). As of their respective dates, documentssuch documents complied, and other reports (or copies of such portions of any of the foregoing as all documents filed by Parent with the SEC may by between the date of this Agreement and the Closing Date shall comply, in all material respects, with applicable SEC requirements (including the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations prescribepromulgated thereunder) and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. On and since January 1, 2002, Parent has timely filed, and between the Company date of this Agreement and the Closing Date shall timely file, with the SEC all documents required to be filed by it under the Exchange Act. No Parent Subsidiary is required to file any form, report or other document with the SEC. (b) Parent has made available to Company a complete and correct copy of any amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, if any, to (i) Parent Agreements which previously have been filed by Parent with the SEC pursuant to Sections 13 the Securities Act or 15(dExchange Act and (ii) Parent SEC Reports filed prior to the date hereof. Parent has timely responded to all comment letters and other correspondence of the Securities Exchange Act staff of 1934the SEC relating to the Parent SEC Reports, as amendedand the SEC has not notified Parent that any final responses are inadequate, insufficient or otherwise non-responsive. The Parent has made available to Company also shall comply with true and complete copies of all correspondence between the other provisions of TIA (S) 314(a). (b) So long as SEC, on the one hand, and Parent and any of the Securities remain OutstandingParent Subsidiaries, on the Company shall cause its annual report to stockholders other, occurring since January 1, 2002 and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed prior to the Holders date hereof and will, reasonably promptly following the receipt thereof, make available to Company any such correspondence sent or received after the date hereof. To the knowledge of such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registeredParent, or is not otherwise required to file quarterly and other reports under the Securities Exchange Act of 1934, as amended, the Company will prepare or cause to be prepared, for each none of the first three (3) quarters Parent SEC Reports is the subject of each fiscal year, an unaudited balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and for each fiscal year, an audited balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be prepared in accordance with generally accepted accounting principles, as in effect from time to time, consistently applied, except for changes with which the Company's independent public accountants concur and except that quarterly statements may be subject to year-end adjustments. The Company will cause a copy of the respective financial statements to be mailed to the Trustee and each of the Holders of the Securities within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Holders, to such Holder's address as set forth in the Register of the Securitiesongoing SEC review or outstanding SEC comment.