Common use of SEC Reports Clause in Contracts

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company is may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding that the foregoing, (i) the Company may will be deemed to have furnished such information, documents or reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the XXXXX filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not remain permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with any of its obligations under this Section 7(a) until 30 days after the SEC all date any information, documents and reports document or report hereunder is required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredTrustee. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX filing system (or its successor) or postings to any website have occurred.

SEC Reports. (a) The Company promptly will deliver to Whether or not required by the Trustee, but in any event no later than 15 days after the filing rules and regulations of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actso long as any Notes issued hereunder are outstanding, the Company will file furnish to each Trustee and the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all information, documents and 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 addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, the Issuers will furnish to the extent permittedHolders and to securities analysts and prospective investors, and provide upon their request, the Trustee and information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Holders Securities Act. (c) All obligors on the Notes will comply with Section 314(a) of the TIA. (d) Each Issuer shall promptly mail copies of all such annual reports and such reports, information, documents and other reports specified provided to the Trustee pursuant to clauses (a) and (c) hereof to the Holders at their addresses appearing in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Register maintained by the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredRegistrar. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (de) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers' compliance with any of its the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Whether or not required by the rules and regulations of the SEC, so long as any Notes issued hereunder are outstanding, the Company promptly will deliver furnish to the Trustee, but in any event no later than 15 days promptly after the filing of the same with the SEC, copies of the (i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and of the information, documents and other reports, 10-K if any, which the Company is were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject respect to the reporting requirements of Section 13 or 15(dannual information only, a report thereon by the Company’s certified independent accountants and (ii) of the Exchange Act, the Company will file with the SEC all information, documents and 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 addition, whether or not required by the extent permitted, rules and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) regulations of the Exchange Act. Notwithstanding the foregoingSEC, the Company shall be deemed to have delivered will file a copy of all such information and reports with respect to any period the SEC for which it has posted public availability and make such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever available to determine whether any such filing or submission has occurredsecurities analysts and prospective investors upon request. (b) Regardless The Company shall post on its website, promptly after filing with the SEC, copies of whether the Company is required to furnish all such information and reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered provided to the Trustee and the Holderspursuant to Section 4.04(a). (c) For so long as any All obligors on the Notes will comply with Section 314(a) of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActTIA. (d) The Company intends to file the information and reports referred to in Section 4.04(a) with the SEC in electronic form using the SEC’s Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system. The Company shall notify the Trustee of each such filing. The Trustee is hereby authorized and directed to access the XXXXX system for purposes of retrieving the reports so filed. Compliance with the foregoing shall constitute delivery by the Company of such reports to the Trustee in compliance with this Section 4.04. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.04 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document with the SEC through the SEC’s XXXXX database no later than the time such report or document is required to be filed with the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee with, such quarterly and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser also comply with the other provisions of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to TIA Section 13 or 15(d) under the Exchange Act. (d) 314(a). 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 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 Officer’s Officers’ Certificates). The Trustee will not be responsible and shall have no liability whatsoever to determine whether any financial information has been filed or posted on the XXXXX system (or any successor electronic delivery procedure) or have any duty to monitor or determine whether the Company has delivered the reports described under this Section 4.2 or otherwise complied with its obligation under this Section 4.2.

SEC Reports. (a) The Company promptly will 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, but in any event no later than 15 days after the filing of the same be filed or furnished by it with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein are referred to as the “Company SEC Reports”) since January 1, 2013. As of their respective effective dates (in the case of the Company SEC Reports that are registration statements filed pursuant to Section 13 or 15(d) the requirements of the Exchange Securities Act. Notwithstanding that ) and as of their respective filing dates (in the case of all other Company may not remain subject SEC Reports), or in each case, if amended prior to the reporting date hereof, as of the date of the last such amendment, (i) each Company SEC Report complied in all material respects with the applicable requirements of Section 13 the Securities Act or 15(d) of the Exchange Act, the and (ii) none of such Company will file with the SEC all information, documents and reports Reports contained any untrue statement of a material fact or omitted to state a material fact required to be filed with stated therein or necessary in order to make such statements made therein, in the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) light of the Exchange Act. Notwithstanding the foregoingcircumstances under which they were made, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurrednot misleading. (b) Regardless of whether the The Company is required to furnish such reports to its stockholders pursuant to has established and maintains disclosure controls and procedures (as 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 (at its own expense) shall cause its consolidated principal executive officer and principal financial statements, comparable officer to those which would have been material information required to appear be included in annual or quarterly reportsthe 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 be delivered such terms in the Sxxxxxxx-Xxxxx Act of 2002. The Company is in compliance in all material respects with the provisions of the Sxxxxxxx-Xxxxx Act of 2002 that are applicable to the Trustee and the HoldersCompany. (c) For so long as any of the Securities remain outstandingSince January 1, 2013, the Company will make available to any prospective purchaser has been and is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNASDAQ. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company is may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding that the foregoing, (i) the Company may will be deemed to have furnished such information, documents or reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the XXXXX filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not remain permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with any of its obligations under this Section 6(a) until 30 days after the SEC all date any information, documents and reports document or report hereunder is required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredTrustee. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty to review or make independent investigation with respect to any of the foregoing received by the Trustee, and shall hold the same solely as repository. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX filing system (or its successor) or postings to any website have occurred.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders of Notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act and applicable to a U.S. corporation subject to those Sections, and the foregoinginformation, documents and reports to be so filed and provided at the times specified for the filing of the information, documents and reports under those Sections (including any applicable grace period or extension available thereunder or under the rules and regulations promulgated by the SEC); provided that (i) the Company shall not be deemed so obligated to have delivered such information file the information, documents and reports with respect the SEC if the SEC does not permit those filings (but shall provide them to any period for which it has posted such information or reports on its website the Trustee and the Holders of Notes within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever those Sections) and (ii) the electronic filing with the SEC through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system providing for free public access to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expensefilings) shall cause its consolidated financial statements, comparable satisfy the Company’s obligation to those which would have been required to appear in annual or quarterly provide such reports, to be delivered information and documents to the Trustee and the Holders. (c) For so long as any Holders of Notes. The availability of the Securities remain outstanding, foregoing materials on a freely accessible page on the Company will make available Company’s website also shall be deemed to any prospective purchaser of satisfy the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period foregoing delivery obligations. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under any other reports are publicly available and accessible electronically or on the Exchange Act. (d) Company’s website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to conclusively rely exclusively upon an Officers’ Certificate). If any direct or indirect parent company of the Company becomes a guarantor of the notes, the Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on Officer’s Certificates)the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.

SEC Reports. (a) The Company promptly will deliver to the TrusteeAny documents, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and or other reports, if any, which information that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act shall be filed by the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the extent permittedExchange Act). The Company shall otherwise comply with the requirements of Section 314(a) of the Trust Indenture Act. Documents, and provide reports or other information filed by the Company with the SEC via XXXXX shall be deemed to be filed with the Trustee and as of the Holders with time such annual documents, reports and or other information are filed via XXXXX. The Trustee does not have the duty to review such information, documents and other reports specified in Sections 13 and 15(d) or reports, is not considered to have notice of the Exchange Act. Notwithstanding the foregoingcontent of such information, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information documents or reports on its website within or any defaults or Events of Default discernable therefrom and does not have a duty to verify the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any accuracy of such filing information, documents or submission has occurredreports. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (c) Notwithstanding anything to the contrary in Section 2.12, to the extent that the Company elects, pursuant to Section 2.15(e), the sole remedy available to the Holders of Notes or to the Trustee on their behalf for an Event of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) the Company’s failure to comply with its obligations in Section 2.15(a), shall, after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the 120-day period beginning on, and including, the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; provided, however, that in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of the Notes for any failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K). (d) If the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 181st day), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. This Section 2.15(d) shall not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default unrelated to this Section 2.15. In the event that the Company does not elect to pay the additional interest following an Event of Default in accordance with this Section 2.15(d), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. (e) In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders of Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 7.02 of the Base Indenture.

SEC Reports. (a) 3.3.1 The Company promptly will shall deliver to the Trustee, but in any event no later than 15 fifteen (15) days after the filing of the same date such report is required to be filed with the SECSEC pursuant to the Exchange Act (after giving effect, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report (or copies of such portions of such report as the quarterly SEC may from time to time by rules and annual reports and of the information, documents and other reports, if any, which regulations prescribe) the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the SEC; provided further, each such report will be deemed to be so delivered to the Trustee at the time such report is filed with the SEC through the SEC’s XXXXX database. 3.3.2 If the Company is, at any time while any Securities are outstanding, no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, then the Company shall continue to provide to the Trustee (and, unless the SEC will not accept such filing, file with the SEC all informationin accordance with rules and regulations prescribed from time to time by the SEC) and, documents and reports required upon request, to be filed with each Holder, no later than the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, date the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to file the Trustee and same with the Holders. (c) For so long as any of the Securities remain outstandingSEC, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when reports the Company is not subject would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect, to the extent it would have been applicable, any extension permitted by Rule 12b-25 under the Exchange Act. (d) if the Company had securities listed and registered on a national securities exchange and were subject to the reporting requirements of such sections. The Company shall also deliver to the Trustee copies of the Company’s annual report to stockholders, containing audited financial statements, and any other financial reports which the Company furnishes to its stockholders. The Company also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. So long as any Notes are outstanding: (a) The At any time prior to such time as the Company promptly will deliver first becomes required to be subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee (if not publicly available on EXXXX): (i) within 105 days following the end of each fiscal year of the Company ending after the Issue Date (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), 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 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; (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 of the Notes, 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 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC all information(unless such filing is not permitted under the Exchange Act or by the SEC), documents and reports required to be filed with so long as the SEC to Notes are outstanding, the extent permittedannual reports, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified that the Company is required to file with the SEC pursuant to 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 Sections 13 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 Exchange Act. Notwithstanding Act and has filed reports required under Section 13(a) or 15(d) of the foregoingExchange Act with the SEC via EXXXX (or successor) filing system and such reports are publicly available, in each case provided that the same is accompanied by information describing the non-equity differences between the financial information relating to such Parent and its Subsidiaries, on the one hand, and the financial information relating to the Company and its Subsidiaries, on the other hand, which information may be in a form substantially consistent with the disclosure of such differences included in the Offering Memorandum (as determined by the Company in good faith, which determination shall be conclusive) and for the avoidance of doubt need not be audited or compliant with Regulation S-X. As of the Issue Date, the Company shall be deemed to have delivered such information and reports plans on complying with respect to any period for which it has posted such information or reports on its website within the time periods specified in requirements of this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such 405 by furnishing, making available, filing or submission has occurred. (b) Regardless providing, as applicable, information, reports and documents of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Holding. 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 to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content 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 SEC or posted to any website or to participate in any conference calls.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information(subject to the first sentence of Section 4.02(b)), documents and reports required to be filed with promptly after such filing provide the SEC Trustee (and Holders, to the extent permitted, and provide not publicly available on the Trustee and SEC’s XXXXX system or the Holders Company’s website) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time after the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as a U.S. corporation, even if the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in Section 4.02(a) with the SEC within the time periods required unless the SEC shall not accept such a filing. Notwithstanding The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to its stockholders pursuant to with the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersSEC. (c) For so long as The delivery of any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is shall be 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 the Company’s covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officeran Officers’ Certificate). The Trustee shall have no responsibility for the filing, timeliness or content of reports. (d) The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s CertificatesXXXXX filing system (or its successor) or postings to any website have occurred. The Trustee shall have no duty to participate in or monitor any conference calls. (e) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.02(a) 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. (f) At any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, none of such reports will be required to (i) comply with Section 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or any successor rules) and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language. (g) In addition, at any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Holders 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.

SEC Reports. (a) The Company promptly will deliver to Following the Trustee, but in any event no later than 15 days after the filing effectiveness of the same registration statement referred to in the Registration Rights Agreement, whether or not the Corporation is required to file reports with the SEC, copies if any shares of Series A Preferred Stock are outstanding, the quarterly and annual Corporation shall file with the SEC all such reports and of the information, documents and other reports, if any, which the Company is information as it would be required to file with the SEC pursuant to under Section 13 13(a) or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of under the Exchange Act, the Company will file with unless the SEC all informationdoes not permit the Corporation to make such filings. The Corporation shall deliver to each holder of Series A Preferred Stock, documents and reports required upon request, without cost to be filed with the SEC to the extent permittedsuch holder, and provide the Trustee and the Holders with copies of such annual reports and other information; provided that the filing of such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Acton XXXXX shall be deemed to satisfy such delivery requirement. Notwithstanding the foregoing, prior to the Company shall effectiveness of the registration statement referred to in the Registration Rights Agreement, the Corporation may satisfy its obligations under this Section 14 by promptly furnishing or causing to be deemed to have delivered such information and reports with respect furnished Rule 144A Information (as defined below) to any period for which it has posted such information holder of Series A Preferred Stock or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any a prospective purchaser of any such Series A Preferred Stock designated by any such holder of Series A Preferred Stock, as the case may be, to the extent required to permit compliance by such holder of Series A Preferred Stock with Rule 144A under the Securities or beneficial owner of the Securities Act in connection with the resale of any sale thereof the such security. “Rule 144A Information” shall be such information required by as is specified pursuant to Rule 144A(d)(4) under the Securities Act during or any period when 10 NTD: Subject to review of the Company is not subject Charter. 11 Ownership limitations will be set forth in the Charter. These provisions should cross reference the Charter. successor provisions. In the event the rules and regulations of the SEC permit the Corporation and any direct or indirect parent of the Corporation to report at any such parent entity’s level on a consolidated basis, consolidated reporting at the parent entity’s level in a manner consistent with that described in this Section 13 or 15(d) under the Exchange Act14 will satisfy this Section 14. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual shall file all reports and of the information, other information and documents and other reports, if any, which the Company it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file and within 15 days after it files them with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingSEC, the Company shall be deemed to have delivered file copies of all such reports, information and other documents with the Trustee. The Company will cause any quarterly and annual reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports mails to its stockholders pursuant shareholders to be mailed to the Exchange ActHolders. During the period beginning on the latest date of the original issuance of the Notes and ending on the date that is two (2) years from such date, the Company (at its own expense) shall cause its consolidated financial statementscovenants and agrees that it shall, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company in which it is not subject to Section 13 or 15(d) under the Exchange Act. (d, make available to any Holder or beneficial Holder of Notes or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes or such Common Stock from such Holder or beneficial Holder, the information required pursuant to Rule 144A(d)(4) Delivery under the Securities Act upon the request of any Holder or beneficial Holder of such reportsNotes or such Common Stock and it will take such further action as any Holder or beneficial Holder of such Notes or such Common Stock may reasonably request, information and documents all to the Trustee is for informational purposes only and extent required from time to time to enable such Holder or beneficial Holder to sell its Notes or Common Stock without registration under the Trustee’s receipt Securities Act within the limitation of the exemption provided by Rule 144A, as such shall not constitute constructive notice Rule may be amended from time to time. Upon the request of any information contained therein Holder or determinable from information contained thereinany beneficial Holder of the Notes or such Common Stock, including the Company’s compliance with any of its covenants hereunder (Company will deliver to such Holder a written statement as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)whether it has complied with such requirements.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain ------------ be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and Securityholders within 15 days after it files them with the Holders SEC with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed with the foregoingSEC at the times specified for the filings of such information, documents and reports under such Sections provided, however, that the -------- ------- Company shall not be deemed so obligated to have delivered file such information and reports with respect to any period for the SEC if the SEC does not permit such filing, in which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, event the Company will make available such information to the Trustee and Securityholders within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; provided further, however, -------- ------- ------- that (a) so long as Parent is the Guarantor of the Securities, the reports, information and other documents required to be filed and provided as described hereunder may, at the Company's option, be filed by and be those of Parent rather than the Company and (b) in the event that Parent conducts any prospective purchaser business or holds any significant assets other than the capital stock of the Company at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb)of Regulation S-X promulgated by the SEC) with respect to the Company. In addition, the Company shall furnish to the Holder of the Securities or beneficial owner and to prospective investors, upon the requests of the Securities in connection with such Holders, any sale thereof the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during so long any period when the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. . The Company also shall comply with the other provisions of TIA (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s CertificatesS). 314(a).

SEC Reports. (a) The Company promptly will deliver to Whether or not required by the Trustee, but in any event no later than 15 days after the filing rules and regulations of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actso long as any Notes issued hereunder are outstanding, the Company will file furnish to each Trustee and the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all information, documents and 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 addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, the Company will furnish to the extent permittedHolders and to securities analysts and prospective investors, and provide upon their request, the Trustee and information required to be delivered pursuant to Rule 144A(d)(4) under the Holders Securities Act. (c) All obligors on the Notes will comply with Section 314(a) of the TIA. (d) The Company shall promptly mail copies of all such annual reports and such reports, information, documents and other reports specified provided to the Trustee pursuant to clauses (a) and (c) hereof to the Holders at their addresses appearing in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Register maintained by the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredRegistrar. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (de) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s 's Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of Notes as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser of Default with respect thereto shall be deemed to have been cured unless the Securities or beneficial owner of the Securities in connection with any sale Notes thereof the information required by Rule 144A(d)(4) under the Securities Act during any period have been accelerated. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under the Exchange Act. (d) reports are publicly available and accessible electronically. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which For so long as the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (subject to the next sentence), and provide to the Trustee and Holders of the Notes, within the time periods applicable to non-accelerated filers: (1) all information, documents quarterly and annual reports required to be filed with the SEC on Forms 10-Q and 10-K; and (2) all current reports required to be filed with the SEC on Form 8-K. (b) If, at any time, the Company is not subject to the extent permittedreporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company may, in lieu of filing with the SEC, post the substance of the reports specified in paragraph (a) above on its website or on a password protected site maintained by the Company or a third party (which may be password protected to which access will be given to securities analysts, Holders and prospective purchasers of the Notes (which prospective purchasers may be limited to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company and who acknowledge the confidentiality of the information posted), and provide such information to the Trustee, in each case within the time periods for non-accelerated filers that would apply if the Company were required to file those reports with the SEC; provided that, if the separation and distribution have not occurred on or prior to the date 90 days after the end of the relevant fiscal quarter or 120 days after the end of the relevant fiscal year, the Company may provide the information required above with respect to such fiscal quarter or fiscal year by means of an amendment to the Form 10. (c) Notwithstanding anything to the contrary in this Section 4.2, the Company shall not be required to file, post, or provide to the Trustee, the separate financial statements or condensed consolidating financial information required by Rule 3-09, 3-10 or 3-16 of Regulation S-X. (d) For the avoidance of doubt, prior to the Distribution Date (and for all periods prior to the Distribution Date), any report delivered pursuant to the requirements of this Section 4.2 shall include only the financial results of the Company included in the Form 10. (e) For purposes of this Section 4.2, the Company will be deemed to have provided a required report to the Trustee and the Holders if it has filed such report with such annual reports and such informationthe SEC via the XXXXX filing system (or any successor system). (f) In addition, documents and other reports specified in Sections at any time when the Company is not subject to the reporting requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available furnish to any prospective purchaser the Holders of the Securities or beneficial owner Notes and to prospective investors, upon the requests of the Securities in connection with such holders, any sale thereof the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Notes are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (dg) Delivery Notwithstanding the foregoing provisions of such reportsthis Section 4.2, in the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company shall be permitted to satisfy its obligations pursuant to this Section 4.2 with respect to financial information and documents relating to the Trustee is for informational purposes only and Company by furnishing or filing the Trustee’s receipt of required financial information relating to such shall direct or indirect parent company. (h) Notwithstanding anything herein to the contrary, the Company will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance be deemed to have failed to comply with any of its covenants obligations under this Section 4.2 for purposes of Section 6.1(a)(4) until 120 days after the date any report hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)due.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports make available to the Trustee and noteholders within 15 days after the Company would be required to be filed file with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents 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; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to the Trustee and noteholders within 15 days after the time the Company would be required to file such information with the SEC if it were a U.S. corporation subject to Sections 13 or 15(d) of the Exchange Act. Notwithstanding , provided, further, that in no event shall such reports be required to contain the foregoingseparate financial information contemplated by Rule 3-10 or Rule 3-16 under Regulation S-X promulgated by the SEC (or any successor provision); provided, further, that the Company shall be deemed permitted to have delivered such information and reports comply with respect to any period paragraph (a)(1) of Item 402 of Regulation S-K for which so long as it has posted such information or reports on retains its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredstatus as a foreign private issuer. (b) Regardless of whether the Company is required The Trustee shall have no responsibility to furnish ensure that such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing has occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished such reports referred to in this section to the Trustee and the noteholders if either the Company or any of its direct or indirect parent companies that provides a Guarantee of the Notes has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. (c) In the event any direct or indirect parent company of the Company provides a guarantee of the Notes, the Company may satisfy its obligations under this covenant by providing consolidated financial information relating to such parent.

SEC Reports. (a) The Company promptly will deliver to Following the Trustee, but in any event no later than 15 days after the filing effectiveness of the same registration statement referred to in the Registration Rights Agreement, whether or not the Corporation is required to file reports with the SEC, copies if any shares of Series A Preferred Stock are outstanding, the quarterly and annual Corporation shall file with the SEC all such reports and of the information, documents and other reports, if any, which the Company is information as it would be required to file with the SEC pursuant to under Section 13 13(a) or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of under the Exchange Act, the Company will file with unless the SEC all informationdoes not permit the Corporation to make such filings. The Corporation shall deliver to each holder of Series A Preferred Stock, documents and reports required upon request, without cost to be filed with the SEC to the extent permittedsuch holder, and provide the Trustee and the Holders with copies of such annual reports and other information; provided that the filing of such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Acton XXXXX shall be deemed to satisfy such delivery requirement. Notwithstanding the foregoing, prior to the Company shall effectiveness of the registration statement referred to in the Registration Rights Agreement, the Corporation may satisfy its obligations under this Section 14 by promptly furnishing or causing to be deemed to have delivered such information and reports with respect furnished Rule 144A Information (as defined below) to any period for which it has posted such information holder of Series A Preferred Stock or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any a prospective purchaser of any such Series A Preferred Stock designated by any such holder of Series A Preferred Stock, as the case may be, to the extent required to permit compliance by such holder of Series A Preferred Stock with Rule 144A under the Securities or beneficial owner of the Securities Act in connection with the resale of any sale thereof the such security. “Rule 144A Information” shall be such information required by as is specified pursuant to Rule 144A(d)(4) under the Securities Act during or any period when successor provisions. In the Company is not subject event the rules and regulations of the SEC permit the Corporation and any direct or indirect parent of the Corporation to report at any such parent entity’s level on a consolidated basis, consolidated reporting at the parent entity’s level in a manner consistent with that described in this Section 13 or 15(d) under the Exchange Act14 will satisfy this Section 14. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file or furnish with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such 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) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available (at including, without limitation, by posting on its own expensewebsite) 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 Exchange Act within the time periods specified therein. 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 cause include a reasonably detailed presentation, (a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its consolidated financial statementsRestricted Subsidiaries. For purposes of this Section 4.18, comparable the Company and the Subsidiary Guarantors will be deemed to those which would have been required to appear in annual or quarterly reports, to be delivered furnished the reports to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 4.18 if they have filed or furnished such reports with the SEC via the XXXXX (or successor or similar) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing system and such reports are publicly available. 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 to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company is may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding that the foregoing, (i) the Company may will be deemed to have furnished such information, documents or reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the XXXXX filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not remain permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with any of its obligations under this Section 6(a) until 30 days after the SEC all date any information, documents and reports document or report hereunder is required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredTrustee. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX filing system (or its successor) or postings to any website have occurred.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reports, if any, which the Company is required reports to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act and will provide the Company may not remain subject to Trustee and the reporting requirements Securityholders with copies of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all such information, documents and reports within 15 days of filing thereof with the SEC; provided that if the Company is not required to file such information, documents or reports with the SEC, it will nonetheless continue to furnish (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” if required by the SEC at such time and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (ii) all current reports that would be required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, on Form 8-K if the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is were required to furnish file such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any Securityholders, in each case, within 15 days of the Securities remain outstanding, date on which filing with the SEC would have been required. The Company will make available to any prospective purchaser shall also comply with the provisions of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) TIA § 314(a). 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 to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). (b) The Company will, upon request, provide to any Holder of Securities or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Securities in compliance with Rule 144 and Rule 144A under the Securities Act. (c) Following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

SEC Reports. (a) 3.3.1 The Company promptly will shall deliver to the Trustee, but in any event no later than 15 fifteen (15) days after the filing of the same date such report is required to be filed with the SECSEC pursuant to the Exchange Act (after giving effect, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report (or copies of such portions of such report as the quarterly SEC may from time to time by rules and annual reports and of the information, documents and other reports, if any, which regulations prescribe) the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the SEC; provided further, each such report will be deemed to be so delivered to the Trustee at the time such report is filed with the SEC through the SEC’s XXXXX database. 3.3.2 If the Company is, at any time while any Securities are outstanding, no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, then the Company shall continue to provide to the Trustee (and, unless the SEC will not accept such filing, file with the SEC all informationin accordance with rules and regulations prescribed from time to time by the SEC) and, documents and reports required upon request, to be filed with each Holder, no later than the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, date the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to file the Trustee and same with the Holders. (c) For so long as any of the Securities remain outstandingSEC, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when reports the Company is not subject would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect, to the extent it would have been applicable, any extension permitted by Rule 12b-25 under the Exchange Act. (d) if the Company had securities listed and registered on a national securities exchange and were subject to the reporting requirements of such sections. The Company shall also deliver to the Trustee copies of the Company’s annual report to stockholders, containing audited financial statements, and any other financial reports which the Company furnishes to its stockholders. The Company also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesOfficers’ Certificates including without limitation the certificate provided in Section 3.4 below).

SEC Reports. (a1) The Company promptly will deliver Xxxx XX shall file with the Trustee and supply to the Trusteeeach Holder, but in any event no later than without cost, within 15 days after the filing of it files the same with the SEC, copies of the its annual and quarterly and annual reports and of the reports, information, documents and other reports, if any, (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company it is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Notwithstanding In the event that the Company may Xxxx XX is at any time not remain subject to the reporting requirements of Section the Exchange Act, it shall provide to the Trustee and supply to each Holder without cost, within 15 days after it would have been required to file such information with the SEC, financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which Xxxx XX would have been required to include in such annual reports, information, documents or other reports if Xxxx XX had been subject to the requirements of such Sections 13 or 15(d) of the Exchange Act, the Company will file . Xxxx XX also shall comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) provisions of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this TIA Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b2) Regardless So long as any Securities remain outstanding, Xxxx XX shall cause its annual report to stockholders and any other financial reports furnished by it to stockholders generally, to be mailed to the Holders at their addresses appearing in the register of whether Securities maintained by the Company Registrar in each case at the time of such mailing or furnishing to stockholders. If Xxxx XX is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) Xxxx XX shall cause its consolidated financial statements, comparable including any notes thereto and with respect to those which would have been required to appear in annual or quarterly reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be delivered to so filed with the Trustee and mailed to the HoldersHolders within 120 days after the end of each of Xxxx IV's fiscal years and within 60 days after the end of each of the first three quarters of each fiscal year. (c3) For so long as any Xxxx XX shall provide the Trustee with a sufficient number of the Securities remain outstanding, the Company will make available copies of all reports and other documents and information that Xxxx XX may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents deliver 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Holders under this Section 4.02.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information(subject to the first sentence of Section 4.02(b)), documents and reports required to be filed with promptly after such filing provide the SEC Trustee (and Holders, to the extent permitted, and provide not publicly available on the Trustee and SEC’s XXXXX system or the Holders Company’s website) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time after the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as a U.S. corporation, even if the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in Section 4.02(a) with the SEC within the time periods required unless the SEC shall not accept such a filing. Notwithstanding The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to its stockholders pursuant to with the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersSEC. (c) For so long as The delivery of any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is shall be 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 the Company’s covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officeran Officers’ Certificate). The Trustee shall have no responsibility for the filing, timeliness or content of reports. (d) The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s CertificatesXXXXX filing system (or its successor) or postings to any website have occurred. The Trustee shall have no duty to participate in or monitor any conference calls. (e) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.02(a) 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. (f) At any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, none of such reports will be required to (i) comply with Section 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-10 or 3-16 of Regulation S-X promulgated by the SEC and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language. (g) In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Holders 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.

SEC Reports. (a) So long as the Notes are outstanding, whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors shall file with the SEC (unless the SEC will not accept such filing) the annual reports, quarterly reports and other documents relating to the Company and its Restricted Subsidiaries that the Company would have been required to file with the SEC pursuant to Section 13 or 15(d) if the Company were subject to such reporting requirements. (b) The Company promptly will deliver and the Guarantors shall provide to the Holders and file with the Trustee, but in any event no later than within 15 days after the filing of the same it files them with the SEC, copies of the annual reports, quarterly and annual reports and other documents (or copies of such portions of any of the information, documents foregoing as the SEC may by rules and other reports, if any, which regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and the SEC will not accept such filing as is prescribed in Section 4.02(a), the Company and the Guarantors shall provide to the Holders and file with the Trustee, within 15 days after it would have been required or permitted, as the case may be, to file with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditor's report by a firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which the Company would have been required to include in such annual reports, quarterly reports and other documents relating to the Company and its Restricted Subsidiaries if the Company were subject to the requirements of Section 13 or 15(d) of the Exchange Act. Subsequent to the qualification of this Indenture under the TIA, the Company also shall comply with the provisions of section 314(a) of the TIA. (c) If the Company is required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company shall cause any annual report furnished to its stockholders generally and any quarterly or other financial reports it furnishes to its stockholders generally to be filed with the Trustee, and the Company shall mail such reports to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. If the Company is not required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company shall cause its financial statements referred to in Section 4.02(a), including any notes thereto (and with respect to annual reports, an auditors' report by a firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be so mailed to the Holders within 120 days after the end of each of the Company's fiscal years and within 60 days after the end of each of the first three fiscal quarters of each year. The Company shall cause to be disclosed in a statement accompanying any annual report or comparable information as of the date of the most recent financial statements in each such report or comparable information the amount available for payments pursuant to Section 4.05. (d) If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities Notes remain outstanding, the Company will make available shall furnish to any the Holders, securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permittednext sentence), and provide the Trustee and the Holders with with, such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingAct and applicable to a U.S. corporation subject to such Sections, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to be so filed and provided at the Exchange Acttimes specified for the filings of such reports under such Sections and containing all the information, the Company (audit reports and exhibits required for such reports. If, at its own expense) shall cause its consolidated financial statementsany time, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the periodic reporting requirements of the Exchange Act. (d) 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s 's Certificates). The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept 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 such reports with the SEC. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial information required by this 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, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, 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 Section 314(a) of the TIA.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA § 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company’s fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder’s request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to So long as the TrusteeNotes are outstanding, but in at any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding time that the Company may not remain Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company Issuer will file with the SEC all information, documents and reports required furnish to be filed with the SEC to the extent permitted, and provide the Trustee and make available on the Holders with Issuer’s website copies of such annual and quarterly reports and such information, documents and other reports specified in as are required under Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act within 15 days after the foregoingdate such information, documents or other reports were filed with the SEC; provided, however, that (a) so long as Parent is a Guarantor of the Notes, the Company reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the Issuer and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the Issuer. The Issuer or Parent will be deemed to have delivered furnished such reports, information and reports documents to the Trustee if the Issuer or Parent has filed such reports, information and documents with respect to any period for which it the SEC via the XXXXX filing system or has posted made available such reports, information or reports and documents on its website within the time periods specified in this Section 4.10website. The Trustee will shall have no responsibility whatsoever to determine whether any ensure that such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company Whether or not Holdings is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will Holdings shall file with the SEC all information, documents and reports required to be filed with the SEC subject to the extent permitted, next sentence and provide the Trustee and Securityholders (or cause the Holders Trustee to provide the Securityholders) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections (after giving effect to all applicable extensions and cure periods) and prepared in all material respects in accordance with the rules of regulations applicable to such reports. Notwithstanding If, at any time, Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified above unless the SEC shall not accept such a filing. Holdings agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the Company SEC shall be deemed to have delivered not accept such information and filings for any reason, Holdings shall post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10that would apply if Holdings were required to file those reports with the SEC. The Trustee will have no responsibility whatsoever Notwithstanding the foregoing, Holdings may satisfy such requirements prior to determine whether 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 filing or submission has occurred. (b) Regardless of whether Registration Statement contains substantially the Company is same information as would be required to furnish such reports be filed by Holdings if it were subject to its stockholders pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and Securityholders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. At any time that any of Holdings’ Subsidiaries are Unrestricted Subsidiaries (other than the Unrelated Subsidiaries and Xxxxxx Crude Supply, LLC), 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 Holdings, the Company (and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Prior to the Separation Date, Holdings shall be deemed to be in compliance with such reporting requirements by virtue of the filing of the Form 10 containing all the information, audit reports and exhibits required for such report. In addition, at its own expenseany time when Holdings is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall cause its consolidated financial statementsfurnish to the Holders of the Securities and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions 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 to which the Trustee is entitled to rely exclusively on Officer’s CertificatesTIA § 314(a).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual 3. Any documents or reports and of the information, documents and other reports, if any, which that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act shall be filed by the Company may with the Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). (a) Whether or not remain the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall, within 30 days after each of the respective dates by which the Company would have been required to file with annual reports or quarterly reports if the SEC Company were so subject, furnish to the Trustee %4. all information, documents and reports financial statements that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and a report on the annual financial statements by the Company’s independent registered public accounting firm and %4. after the end of each of the first three fiscal quarters of each fiscal year, all financial statements that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC. Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to this ‎Section 2.16(b), the Company shall also post copies of such information required by this ‎Section 2.16(b) on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders of the Notes. (b) Notwithstanding anything to the contrary set forth above, if the Company or any parent entity of the Company has furnished to the Holders of the Notes and the Trustee or filed with the SEC the reports described above with respect to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) Company or any parent entity of the Exchange Act. Notwithstanding the foregoingCompany, the Company shall be deemed to have delivered such be in compliance with the requirements set forth in Sections ‎2.16(a) and ‎2.16(b); provided that, if the financial information and reports with respect so furnished relates to any period for which it has posted parent entity of the Company, the same is accompanied by consolidating information, that explains in reasonable detail the differences between the information relating to such parent entity, on the one hand, and the information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever relating to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to on a standalone basis, on the Exchange Actother hand. For the avoidance of doubt, the Company (at its own expense) shall cause its consolidated financial statements, comparable consolidating information referred to those which would have been required to appear in annual or quarterly reports, to the proviso in the preceding sentence need not be delivered to the Trustee and the Holdersaudited. (c) For so long as any purposes of the Securities remain outstandingthis Section 2.16, the Company will make available be deemed to any prospective purchaser have furnished the reports to the Trustee and the Holders of the Securities or beneficial owner of the Securities in connection with any sale thereof the information Notes as required by Rule 144A(d)(4this Section 2.16 and satisfied the requirement in the last sentence of Section 2.16(b) under if it has filed such reports with the Securities Act during any period when SEC via the Company is not subject to Section 13 XXXXX filing system or 15(d) under the Exchange Act. (d) such reports are publicly available. 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (d) Notwithstanding anything to the contrary contained herein, if not filed with the SEC but made publicly available to the Trustee and the Holders of the Notes in the event that the Company or the parent is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, %4. such information will not be required to comply with Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC and %4. such information will not be required to contain the separate financial information for Subsidiaries whose securities are pledged to secure the notes as contemplated by Rule 3-16 of Regulation S-X or any financial statements of unconsolidated Subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions. (e) Notwithstanding anything to the contrary in ‎Section 2.13, to the extent that the Company elects, pursuant to ‎‎Section 2.16(g), the sole remedy available to the Holders of the Notes or to the Trustee on their behalf for an Event of Default relating to the Company’s failure to comply with its obligations in ‎Section 2.16(a) and ‎2.16(b), shall, after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the 120-day period beginning on, and including, the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; provided, however, that in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of the Notes for any failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K). (f) If the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 181st day), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. This ‎Section 2.16(g) shall not affect the rights of Holders of the Notes in the event of the occurrence of any Event of Default unrelated to this ‎Section 2.16. In the event that the Company does not elect to pay the additional interest following an Event of Default in accordance with this ‎Section 2.16(g), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. (g) In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders of the Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 7.02 of the Base Indenture.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file or furnish with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such 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) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders 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 Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. 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, (at a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its own expense) shall cause its consolidated financial statementsRestricted Subsidiaries. For purposes of this Section 4.18, comparable the Company and the Subsidiary Guarantors will be deemed to those which would have been required to appear in annual or quarterly reports, to be delivered furnished the reports to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 4.18 if they have filed or furnished such reports with the SEC via the EXXXX (or successor or similar) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing system and such reports are publicly available. 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 to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reports, if any, which the Company is required reports to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that , whether or not the Company may not remain is subject to such filing requirements so long as the reporting requirements of Section 13 or 15(d) of the Exchange Act, the SEC will accept such filings. The Company will file shall also comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) provisions of the Exchange ActTIA ss. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless At the Company's expense, regardless of whether the Company is required to file with the SEC or furnish such information, documents and reports referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company (shall cause such information, documents and reports to be mailed to the Trustee at its own expense) shall cause its consolidated financial statements, comparable address set forth in this Indenture and to those which the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC or such date as they would have been required to appear in annual or quarterly reports, to be delivered to filed with the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, SEC if the Company will make available were required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject so file pursuant to Section 13 or 15(d) under the Exchange Act. (d) . Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (c) For so long as any Notes remain outstanding, the Company shall make available upon request, to any Holder, any holder of a beneficial interest in a Note and, upon request of any Holder or any such holder, any prospective purchaser of a Note or a beneficial interest therein, the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act.

SEC Reports. (a) The Company promptly will deliver Prior to the Trustee, but in any event no later than 15 days after the filing of the same with exchange offer registration statement or the SEC, copies of shelf registration statement that the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required Issuers have agreed to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding Registration Agreement dated August 29, 2003, notwithstanding that the Company Issuers may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it would have been required to file them with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, all quarterly and annual financial statements that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, an audit report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the Company shall provide to the Trustee such financial statements and other information for the quarter ended June 30, 2003 on or before September 30, 2003. After the exchange offer registration statement or the shelf registration statement that the Issuers have agreed to file with the SEC all informationpursuant to the Registration Agreement dated August 29, documents and reports required 2003 has been filed, notwithstanding that the Issuers may not be subject to be filed the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC to (unless the extent permitted, SEC will not accept such a filing) and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files (or would be required to file) them with the Holders with such SEC, copies of the Company's annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingIn addition, following a public equity offering, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any , promptly upon their becoming available, copies of the Securities remain outstandingannual report to shareholders and any other information provided by Parent, Dex Media or the Company will make available to any prospective purchaser its public shareholders generally. The Company also shall comply with the other provisions of Section 314(a) of the Securities TIA. In the event that any financial statements or beneficial owner of the Securities in connection with any sale thereof the other information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents be provided to the Trustee is and Holders pursuant to this Section 4.02 are as of a date or for informational purposes only a period ending prior to the Acquisition Date, such reports shall reflect the historical business of Qwest Dex Holdings, Inc. and its subsidiary in each of 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 Dex West States (as to which defined in the Trustee is entitled to rely exclusively on Officer’s CertificatesOffering Memorandum).

SEC Reports. (a) The Company promptly will deliver Upon consummation of the Exchange Offer and the issuance of the Exchange Securities, each Issuer and each Subsidiary Guarantor (at its own expense) shall file with the Commission and shall furnish to the Trustee, but in any event no later than Trustee and each Securityholder within 15 days after the filing of the same it files them with the SEC, Commission copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether either of the Company may not remain Issuers is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act). Notwithstanding the foregoing, in the Company shall be deemed event that the Issuers are not required to have delivered file such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders Commission pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable Issuers will nevertheless deliver such Exchange Act information to those which the Holders of the Securities within 15 days after it would have been required to appear in file it with the Commission. Upon qualification of this Indenture under the TIA, the Issuers and each of the Subsidiary Guarantors shall also comply with the provisions of TIA Section 314(a). (b) At the Issuers' expense, each Issuer and each of the Subsidiary Guarantors, as applicable, shall cause an annual report if furnished by it to stockholders generally and each quarterly or quarterly reports, other financial report if furnished by it to stockholders generally to be delivered to filed with the Trustee and mailed to the HoldersSecurityholders at their addresses appearing in the register of Securities maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as any Each Issuer and each of the Securities remain outstanding, the Company will make available Subsidiary Guarantors shall provide to any prospective purchaser of Securityholder any information reasonably requested by such Securityholder concerning the Securities Issuers and the Subsidiary Guarantors (including financial statements) necessary in order to permit such Securityholder to sell or beneficial owner of the transfer Securities in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA 'SS' 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder's request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file shall provide to the Trustee, the Holders’ Representative and the registered Holders of the Securities, within 15 days of the time periods specified in the relevant forms: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, 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 independent registered public accounting firm; and (2) all information, documents and current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to the extent permitted, and provide the Trustee and the Holders with file such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) reports. For purposes of the Exchange Act. Notwithstanding the foregoingthis Section 3.2(a), the Company shall be deemed to have delivered provided the foregoing information to the Trustee and the registered Holders of the Securities as required by this Section 3.2(a) if (i) the Company has filed such information and reports with respect to the SEC via the XXXXX filing system (or any period for which it successor system) and such reports are publicly available or (ii) the Company has posted such reports, documents and information or reports on its website within the time periods specified in by this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether covenant; provided, however, that, if not filed electronically with the SEC through XXXXX (or any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Actsuccessor system), the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered provide one copy of the foregoing to the Trustee (which may be sent electronically) and the Holders. shall (cupon request) For so long as any provide additional copies of the Securities remain outstanding, the Company will make available foregoing to any Holder or prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Holder. 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 to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC or posts on any website, regardless of whether such filings are periodic, supplemental or otherwise. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this paragraph, the Company and the Subsidiary Guarantors shall be deemed to have furnished the reports to the Holders of Securities as required by this paragraph if (i) it has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available or (ii) it has posted such reports on its website. (b) In connection with the delivery of each of the quarterly and annual reports required by clause (a)(1) above, the Company shall include in each such report a statement that: (1) the Company is in compliance with each of the Minimum Unlevered Asset Pool Test, the Minimum Net Worth Test, the Consolidated Tangible Assets Test and the Minimum Liquidity Test as of the last day of the most recently completed fiscal quarter, in each case accompanied by reasonably detailed supporting calculations demonstrating such compliance; (2) no Default or Event of Default has occurred or if a Default or Event of Default has occurred, specify the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (3) all Asset Dispositions made under Section 3.10 in the prior fiscal quarter were in compliance with the requirements of Section 3.10; and (4) any Restricted Payments made in the immediately preceding quarter complied in all respects with the requirements described Section 3.19.

SEC Reports. (a) The Company promptly will deliver file with the SEC all information, documents and reports to be filed with the TrusteeSEC pursuant to Section 13 or 15(d) of the Exchange Act, but in any event no later than whether or not the Company is subject to such filing requirements so long as the SEC will accept such filings. The Company (at its own expense) will file with the Trustee within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, 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 files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this provisions of TIA Section 4.10314(a). The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC. (c) The Company will, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act.

SEC Reports. (a) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 days Trustee as soon as practicable after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section Sections 13 or 15(d) of the Exchange Act. Notwithstanding that The Company also shall comply with the other provisions of TIA ss. 314(a). (b) So long as any of the Securities remain Outstanding, the Company may not remain subject 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 reporting requirements Holders of Section 13 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 15(d) of is not otherwise required to file quarterly and other reports under the Exchange Act, the Company will file with the SEC all information, documents and reports required prepare or cause to be filed with prepared, for each of the SEC to first three (3) quarters of each fiscal year, an unaudited balance sheet of the extent permittedCompany 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 provide the Trustee and the Holders with such annual reports and such informationfor each fiscal year, documents and other reports specified in Sections 13 and 15(d) an audited balance sheet of the Exchange Act. Notwithstanding Company and its consolidated Subsidiaries as at the foregoing, end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company shall 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 deemed prepared by a nationally recognized auditing firm and will be prepared in accordance with generally accepted accounting principles, as in effect from time to have delivered such information time, consistently applied, except for changes with which the Company's independent public accountants concur and reports with respect except that quarterly statements may be subject to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10year-end adjustments. The Trustee Company will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless cause a copy of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated respective financial statements, comparable to those which would have been required to appear in annual or quarterly reports, statements to be delivered mailed to the Trustee and each of the Holders. (c) For so long as any Holders of the Securities remain outstanding, within forty-five (45) days after the Company will make available to any prospective purchaser close of each of the Securities or beneficial owner 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 Securities Holders, to such Holder's address as set forth in connection with any sale thereof the information required by Rule 144A(d)(4) under Register of the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActSecurities. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (aA) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 days after the filing of the same time such report is required to be filed with the SECCommission pursuant to the Exchange Act (including, copies without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of the quarterly and annual reports and of the information, documents and other reports, if any, which each report the Company is required to file with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the Commission; provided further, each such report will be deemed to be so delivered to the Trustee if the Company files such report with the Commission through the Commission’s EXXXX database no later than the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act). In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company will shall continue to provide the Trustee and, upon request, any Holder, within the time period that the Company would have been required to file such reports with the SEC all informationCommission (including, documents without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports required to be filed with the SEC Commission if the Company were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections reporting requirements of Section 13 and or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports including, with respect to any period for annual information only, a report thereon by the Company’s certified independent public accountants as such would be required in such reports filed with the Commission and, in each case, together with a management’s discussion and analysis of financial condition and results of operations which it has posted such information or reports on its website within the time periods specified in this Section 4.10would be so required. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless Company also shall comply with the other provisions of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Trust Indenture Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s an Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and Holders and prospective Holders (upon request in the Holders case of prospective Holders) within 15 days after it files them with such the SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to the Trustee, Holders and prospective investors (upon request in the case of prospective investors) within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered 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 any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. The Company also will comply with the other provisions of TIA ss. 314(a). In addition, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActHolders of the Securities and to prospective investors, upon the Company (at its own expense) shall cause its consolidated financial statementsrequests of such Holders, comparable to those which would have been any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Upon consummation of the Exchange Offer and the issuance of the Exchange Notes, the Company promptly will deliver to (at its own expense) shall file with the Trustee, but in any event no later than SEC and shall file with the Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required to file with foregoing as the SEC may by rules and regulations prescribe) to be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC ); provided that -------- prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActNotes, the Company (at its own expense) shall cause its consolidated financial statements, comparable will mail to those which the Trustee and Holders in accordance with paragraph (b) of this Section 4.08 substantially the same information that would have been required to appear in annual or quarterly reports, by the foregoing documents within 15 days of when any such document would otherwise have been required to be delivered filed with the SEC. Upon quali- -50- fication of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, the Company shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Trustee and mailed to the HoldersHolders at their addresses appearing in the register of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as The Company shall provide to any of the Securities remain outstanding, Holder any information reasonably requested by such Holder concerning the Company will make available (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Holder to sell or beneficial owner of the Securities transfer Notes in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any Act. The Company shall have a reasonable period when the Company is not subject of time to Section 13 or 15(d) under the Exchange Act. (d) Delivery of provide 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 Holder with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)such information.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Holdings or the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, Holdings or the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Securities, the annual reports and such 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) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports Act with respect to any period for U.S. issuers within the time periods specified therein or in the relevant forms. In the event that Holdings or the Company, as the case may be, is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, Holdings or the Company, as the case may be, will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if Holdings or the Company, as the case may be, were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms, which it has posted requirement may be satisfied by posting such reports, documents and information or reports on its website within the time periods specified in by this Section 4.103.11. The Trustee will have no responsibility whatsoever financial information filed with the SEC or delivered to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders Holders pursuant to this Section 3.11 shall include consolidated financial statements for the Exchange ActCompany, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee Subsidiary Guarantors and the Holders. (c) For so long as any of Subsidiaries that are not Subsidiary Guarantors in the Securities remain outstanding, form prescribed by the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) SEC. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on OfficerOfficers’ Certificates to the extent set forth in Sections 7.1 and 7.2). 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 Certificates)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 Unrestricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.11, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.11 if the Company 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 may be satisfied by the Company prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the exchange offer pursuant to the Registration Rights Agreement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s reporting obligations set forth in the first three paragraphs of this Section 3.11. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, the Company may satisfy its obligations under this Section 3.11 by furnishing financial information relating to such parent; provided that (x) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the SEC and (y) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will must provide the Trustee and the Holders of the Notes, within 15 days after it is or would be required to file such reports with the SEC with (i) all informationquarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, documents including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent public accountants, and (ii) 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. For the avoidance of doubt, such information and reports referred to in clauses (i) and (ii) above shall not be required to contain separate financial information for Guarantors or Subsidiaries whose securities are pledged to secure the notes that would be required under Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. (b) To the extent permitted, and provide permitted by the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered complied with this covenant, and shall be deemed to have provided such information documents to the Holders, to the extent the Company has filed or furnished documents and reports referred to in clauses (a)(i) and (ii) above with respect to the SEC via the XXXXX system or any period for which it has posted such information or reports on its website successor electronic delivery procedures within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders4.04(a). (c) For so long as any of the Securities notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, the Company will make available furnish to any prospective purchaser the holders of the Securities or beneficial owner of the Securities in connection with any sale thereof notes and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Compliance with the foregoing shall constitute delivery by the Company of such reports to the Trustee in compliance with this Section 4.04. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.04 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file or furnish with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such 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) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders 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 Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the consolidated financial statements include the accounts of the Physician Groups, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, (at a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its own expenseRestricted Subsidiaries. The quarterly and annual financial information required by the preceding paragraph shall reflect the adjustments necessary to eliminate the accounts of any Unrestricted Subsidiary and any Physician Groups and Subsidiaries thereof (which may be in footnote form only) shall cause its from such consolidated financial statements. For purposes of this Section 4.18, comparable the Company and the Subsidiary Guarantors will be deemed to those which would have been required to appear in annual or quarterly reports, to be delivered furnished the reports to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 4.18 if they have filed or furnished such reports with the SEC via the XXXXX (or successor or similar) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing system and such reports are publicly available. 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 to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA § 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company’s fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder’s request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 4.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with or furnish to the SEC all informationSEC, documents and reports required furnish to be filed the Trustee and, upon request, Holders and prospective investors in the Notes, within 15 days after it files them with the SEC to the extent permittedSEC, and provide the Trustee copies of its annual report and the Holders with such annual reports and such information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act (as if the Company had been a reporting company under Sections 13 and 15(d) of the Exchange Act). In addition, the Company shall furnish to the Trustee and, upon request, Holders, promptly upon their becoming available, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. In addition, to the extent not satisfied by this Section 4.02(a), the Company shall furnish to Holders and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (as in effect on the Issue Date). (b) Notwithstanding Section 4.02(a), if the foregoingCompany has filed or furnished the reports and information referred to in Section 4.02(a) with the SEC via mail or the XXXXX filing system (or any successor thereto) and such reports and information are publicly available, then the Company shall be deemed to have delivered such information provided and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish furnished such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered and information to the Trustee and the HoldersHolders in satisfaction of the requirement to “furnish” such applicable reports or information as referred to in Section 4.02(a). (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such shall reports, information and documents does 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 under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesCertificates delivered pursuant to this Indenture). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with its covenants under this Indenture or with respect to any reports or other documents posted to the Company’s website or filed or furnished by the Company with the SEC or the XXXXX filing system (or any successor thereto). (d) All such reports and information shall be prepared in all material respects in accordance with all of the rules and regulations of the SEC applicable to such reports, except that such reports (i) shall not be required to include separate financial information that would be required by Rules 3-09, 3-10 and 3-16 of Regulation S-X promulgated by the SEC and (ii) shall not be subject to the TIA. If any direct or indirect parent company of the Company that owns, directly or indirectly, 100.0% of the outstanding Capital Stock of the Company, guarantees the Notes on terms substantially similar to those applicable to Subsidiary Guarantees and files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with Section 4.02(a), then the Company shall be deemed to comply with this covenant; provided, however, that such reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, (i) such reports need not include separate financial information required by Rules 3-09, 3-10 and 3-16 of Regulation S-X promulgated by the SEC and (ii) the consolidating information referred to in the proviso to the preceding sentence need not be audited or reviewed by auditors. Notwithstanding anything herein to the contrary, failure to comply with this covenant shall be automatically cured when the Company or its direct or indirect parent company provides all required reports to the Holders or files all required reports with the SEC.

SEC Reports. (a) The Company promptly Issuers will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reports, if any, which reports to be filed with the Company is SEC pursuant to Section 13 or 15(d) of the Exchange Act whether or not the Issuers are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange ActAct unless the SEC does not permit such filing. Notwithstanding that The Issuers (at their own expense) will file with the Company Trustee within 15 days after they file 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 not remain subject by rules and regulations prescribe) which the Issuers file with the SEC pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Company will file Issuers shall also comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(dprovisions of TIA (S) of the Exchange Act314(a). Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers' compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Issuers' expense, regardless of whether the Issuers are required to furnish such reports and other information referred to in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Issuers shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after they file them with the SEC. (c) The Issuers shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuers shall not be required to -------- ------- furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuers or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Issuers within the meaning of Rule 144 under the Securities Act.

SEC Reports. (a) The Company promptly will deliver file with the SEC all information, documents and reports to be filed with the TrusteeSEC pursuant to Section 13 or 15(d) of the Exchange Act, but in any event no later than whether or not the Company is subject to such filing requirements so long as the SEC will accept such filings. The Company (at its own expense) will file with the Trustee within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, 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 files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10provisions of TIA section 314(a). The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC. (c) The Company will, upon request, provide to any holder of Notes or any prospective transferee of any such holder any information concerning the Company (including financial statements) necessary in order to permit such holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company Whether or not Holdings is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will Holdings shall file with the SEC all information, documents and reports required to be filed with the SEC subject to the extent permitted, immediately succeeding paragraph and provide the Trustee and Securityholders (or cause the Holders Trustee to provide the Securityholders) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections (after giving effect to all applicable extensions and cure periods) and prepared in all material respects in accordance with the rules of regulations applicable to such reports. Notwithstanding If, at any time, Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified above unless the SEC shall not accept such a filing. Holdings shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the Company SEC shall be deemed to have delivered not accept such information and filings for any reason, Holdings shall post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified that would apply if Holdings were required to file those reports with the SEC. At any time that any of Holdings’ 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 this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless the footnotes thereto, and in “Management’s Discussion and Analysis of whether Financial Condition and Results of Operations”, of the financial condition and results of operations of Holdings, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. In addition, at any time when Holdings is required not subject to furnish such reports to its stockholders pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall furnish to the Company (at its own expense) shall cause its consolidated financial statementsHolders of the Securities and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) . The Trustee shall have no responsibility to determine whether any filings pursuant to this Section have occurred. 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly shall file with the SEC all information, documents and reports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, whether or not the Company is subject to such filing requirements, so long as the SEC will deliver to accept such filings. The Company (at its own expense) shall file with the Trustee, but in any event no later than 15 Trustee within 100 days after the filing end of each fiscal year of the same with Company, or within 50 days after the SECend of each of the first three fiscal quarters of each fiscal year of the Company, as the case may be, copies of the quarterly and annual reports or unaudited quarterly consolidated financial statements, as the case may be, and of the information, documents and other reports, if any, 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 files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10provisions of TIA ss. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, such reports and other information to be delivered mailed to the Trustee and Holders at their addresses appearing in the Holdersregister of Notes maintained by the Registrar within 100 days after the end of each fiscal year of the Company, or within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, as the case may be. (c) For so long as The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities remain outstandingAct; provided, however, that the Company will make available shall not be required to any prospective purchaser of the Securities or beneficial owner of the Securities furnish such information in connection with any sale thereof request made on or after the information required by date which is three years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Company or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Company within the meaning of Rule 144A(d)(4) 144 under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Upon consummation of the Exchange Offer and the issuance of the Exchange Notes, the Company promptly will deliver and each Subsidiary Guarantor (at its own expense) shall file with the Commission and shall furnish to the Trustee, but in any event no later than Trustee and each Noteholder within 15 days after the filing of the same it files them with the SEC, Commission copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act); provided, the Company will file with the SEC all information, documents and reports required to be filed with the SEC that prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActNotes, the Company (at its own expense) shall cause its consolidated financial statements), comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will mail to the Trustee and the HoldersNoteholders in accordance with paragraph (b) of this Section 4.03 substantially the same information that would have been required by the foregoing documents within 15 days of when any such document would otherwise have been required to be filed with the Commission. Upon qualification of this Indenture under the TIA, the Company and each Subsidiary Guarantor shall also comply with the provisions of TIA Section 314(a). (b) At the Company's expense, the Company and each Subsidiary Guarantor, as applicable, shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Trustee and mailed to the Noteholders at their addresses appearing in the register of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as The Company and each Subsidiary Guarantor shall provide to any Holders of the Securities remain outstanding, Initial Notes any information reasonably requested by such Noteholder concerning the Company will make available and each Subsidiary Guarantor (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Noteholder to sell or beneficial owner of the Securities transfer Notes in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery If the Company instructs the Trustee to distribute any of such reports, information and the documents described in Section 4.03(a) to the Trustee is for informational purposes only and Noteholders, the Trustee’s receipt of such Company shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which provide the Trustee is entitled to rely exclusively on Officer’s Certificates)with a sufficient number of copies of all such documents.

SEC Reports. (a) The Company promptly will deliver Upon consummation of the Exchange Offer and the issuance of the Exchange Securities, the Issuers (at their own expense) shall file with the Commission and shall furnish to the Trustee, but in any event no later than Trustee and each Securityholder within 15 days after the filing of the same it files them with the SEC, Commission copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act); PROVIDED, that prior to the consummation of the Exchange Offer and the issuance of the Exchange Securities, the Company Issuers (at their own expense), will file mail to the Trustee and the Securityholders in accordance with paragraph (b) of this Section 4.03 substantially the SEC all information, same information that would have been required by the foregoing documents and reports within 15 days of when any such document would otherwise have been required to be filed with the SEC to Commission. Upon qualification of this Indenture under the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company Issuers shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this provisions of TIA Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless of whether At the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActIssuers' expense, the Company (at its own expense) Issuers shall cause its consolidated an annual report if furnished by it to stockholders generally and each quarterly or other financial statements, comparable report if furnished by it to those which would have been required to appear in annual or quarterly reports, stockholders generally to be delivered to filed with the Trustee and mailed to the HoldersSecurityholders at their addresses appearing in the register of Securities maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as any of the Securities remain outstanding, the Company will make available The Issuers shall provide to any prospective purchaser of Securityholder any information reasonably requested by such Securityholder concerning the Securities Issuers (including financial statements) necessary in order to permit such Securityholder to sell or beneficial owner of the transfer Securities in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery If the Issuers instruct the Trustee to distribute any of such reports, information and the documents described in Section 4.03(a) to the Trustee is for informational purposes only and Securityholders, the Trustee’s receipt of such Issuers shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which provide the Trustee is entitled to rely exclusively on Officer’s Certificates)with a sufficient number of copies of all such documents.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the Holders with such registered Holders, the annual reports and such 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) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to U.S. issuers within the time periods specified therein or in the relevant forms. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act. Notwithstanding the foregoing, the Company shall will nevertheless make available such Exchange Act information to the Trustee and the Holders as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms, which requirement may be deemed to have delivered satisfied by posting such reports, documents and information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in by this Section 4.103.11. The Trustee will have no responsibility whatsoever financial information filed with the SEC or delivered to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders Holders pursuant to this Section 3.11 shall include consolidated financial statements for the Exchange ActCompany, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee Subsidiary Guarantors and the Holders. (c) For so long as any of Subsidiaries that are not Subsidiary Guarantors in the Securities remain outstanding, form prescribed by the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) SEC. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on OfficerOfficers’ Certificates to the extent set forth in Sections 7.1 and 7.2). 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 Certificates)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 Unrestricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.11, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders as required by this Section 3.11 if the Company 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 may be satisfied by the Company prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the exchange offer pursuant to the Registration Rights Agreement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s reporting obligations set forth in the first three paragraphs of this Section 3.11. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, the Company may satisfy its obligations under this Section 3.11 by furnishing financial information relating to such parent; provided that (x) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the SEC and (y) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.

SEC Reports. (a) The Notwithstanding that the Company promptly will deliver may not be subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, from and after the Escrow Release Date, the Company shall file with the SEC (subject to Section 4.02(b)), and promptly after such filing provide the Trustee (and Holders, to the extent not publicly available on the SEC’s XXXXX system or the Company’s website) 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 such reports under such Sections for non-accelerated filers (and including any extensions permitted under the Exchange Act) and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall no longer be required to file the reports specified in Section 4.02(a) with the SEC and the Company will be permitted to satisfy its obligations under Section 4.02(a) by posting the reports specified in Section 4.02(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC as a non-accelerated filer (and including any extensions that would have been permitted under the Exchange Act). (c) The delivery of any reports, information and documents to the Trustee shall be 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 compliance with any of the Company’s covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). Notwithstanding The Trustee shall have no responsibility for the filing, timeliness or content of reports. (d) The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s XXXXX filing system (or its successor) or postings to any website have occurred. The Trustee shall have no duty to participate in or monitor any conference calls. (e) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, and if any such Unrestricted Subsidiaries or group of Unrestricted Subsidiaries, if taken as one Subsidiary, would hold in the aggregate more than 5.0% of the Total Assets of the Company, then the quarterly and annual financial information required by Section 4.02(a) 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. (f) At any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (i) any information that the Company may not remain would have been required to provide on Form 8-K shall be limited to information required under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) as in effect on the Issue Date and (ii) none of the reports required to be provided by this Section 4.02 will be required to (A) comply with Section 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (B) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (C) contain the separate financial information contemplated by Rules 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or any successor rules) and (D) provide financial statements in interactive data format using the eXtensible Business Reporting Language. (g) In addition, at any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with shall furnish to the SEC all informationHolders and to prospective investors, documents and reports upon the requests of such Holders, any information required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (dh) Delivery of such reportsNotwithstanding the foregoing, information and documents the Company will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee is for informational purposes only and the Trustee’s receipt of Holders if the Company has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Company’s compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively on Officer’s Certificates)XXXXX filing system and such reports are publicly available.

SEC Reports. (a) The Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company promptly will deliver furnish to the Trustee, but in any event no later than within 15 days after the filing of the same with time periods (including any extensions thereof) specified in the SEC, copies of the ’s rules and regulations: (1) all quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; 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. Reports, information and documents filed by the Company with the SEC via the XXXXX system will be deemed to have been furnished to the extent permitted, and provide Trustee as of the time such documents are filed via XXXXX. The Trustee and the Holders with such annual reports and shall have no obligation whatsoever to determine whether or not such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders been filed pursuant to the Exchange ActXXXXX filing system (or its successor). In addition, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For for so long as any of the Securities Notes remain outstanding, at any time the Company is not required to file the reports required by the preceding paragraphs with the SEC, the Company will make available furnish to any prospective purchaser the Holders of the Securities or beneficial owner of the Securities in connection with any sale thereof Notes and to securities analysts and prospective investors, upon their written request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) . Delivery of such any reports, information and documents to the Trustee is will be for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)under this Indenture or documents related thereto.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of each series of Notes as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser Default with respect thereto shall be deemed to have been cured unless the Notes of the Securities or beneficial owner of the Securities in connection with any sale series thereof the information required by Rule 144A(d)(4) under the Securities Act during any period have been accelerated. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under the Exchange Act. (d) reports are publicly available and accessible electronically. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual Any documents or reports and of the information, documents and other reports, if any, which that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and reports any correspondence with the SEC) must be filed by the Company with the Trustee within 15 days after the same are required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect (giving effect to any grace period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required provided by Rule 144A(d)(4) under the Securities Act during 12b-25 or any period when the Company is not subject to Section 13 or 15(d) successor rule under the Exchange Act. ). Documents filed by the Company with the SEC via the XXXXX system (dor any successor thereto) will be deemed to be filed with the Trustee as of the time such documents are filed via XXXXX (or any successor thereto). Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute actual or constructive notice of any information contained therein therein, or determinable from information contained therein, therein including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). The Company shall disclose in its annual and quarterly reports, a statement of the maximum amount of Permitted Additional Pari Passu Obligations (other than Refinancing Indebtedness) that it would have been permitted to incur as of the date of the most recent balance sheet included in such report. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the extent such Notes constitute “restricted securities” within the meaning of the Securities Act. In no event shall the Trustee be responsible for determining whether the Company has satisfied its delivery obligations set forth in the foregoing Section 3.2.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports make available to the Trustee and noteholders within 15 days after the Company would be required to be filed file with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents 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; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to the Trustee and noteholders within 15 days after the time the Company would be required to file such information with the SEC if it were a U.S. corporation subject to Sections 13 or 15(d) of the Exchange Act. Notwithstanding , provided, further, that in no event shall such reports be required to contain the foregoingseparate financial information contemplated by Rule 3-10 or Rule 3-16 under Regulation S-X promulgated by the SEC (or any successor provision); provided, further, that the Company shall be deemed permitted to have delivered such information and reports comply with respect to any period paragraph (a)(1) of Item 402 of Regulation S-K for which so long as it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredis a foreign private issuer. (b) Regardless of whether the Company is required The Trustee shall have no responsibility to furnish ensure that such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing has occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished such reports referred to in this section to the Trustee and the noteholders if either the Company or any of its direct or indirect parent companies that provides a Guarantee of the Notes has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. (c) In the event any direct or indirect parent company of the Company provides a guarantee of the Notes, the Company may satisfy its obligations under this covenant by providing consolidated financial information relating to such parent.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information(subject to the first sentence of 4.02(b)), documents and reports required to be filed with promptly after such filing provide the SEC Trustee (and Holders, to the extent permitted, and provide not publicly available on the Trustee and SEC’s XXXXX system or the Holders Company’s website) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time after the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as a U.S. corporation, even if the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in Section 4.02(a) with the SEC within the time periods required unless the SEC shall not accept such a filing. Notwithstanding The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever that would apply if the Company were required to determine whether any such filing or submission has occurredfile those reports with the SEC. (bc) Regardless At any time that any of whether the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.02(a) 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. (d) In addition, at any time when the Company is required not subject to furnish such reports to its stockholders pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holders and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections require- ments of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA 'SS' 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder's request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (the “XXXXX” system), provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the XXXXX system (or its successor). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of Notes as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser of Default with respect thereto shall be deemed to have been cured unless the Securities or beneficial owner of the Securities in connection with any sale Notes thereof the information required by Rule 144A(d)(4) under the Securities Act during any period have been accelerated. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under the Exchange Act. (d) reports are publicly available and accessible electronically. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA § 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company’s fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder’s request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will shall deliver to the Trustee, but in any event no later than and to the Holders, within 15 days after the filing of the same it files them with the SEC, copies of the annual and quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding , provided that the Company may shall not remain be required to deliver to the Trustee more -------- than one set of any exhibits to any of the foregoing and the Trustee shall not be required to deliver copies of any such exhibits to the Holders. The Company shall timely comply with its reporting and filing obligations under the applicable federal securities laws. (b) To the extent that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC provide to the extent permittedTrustee, and provide to the Trustee and the Holders with Holders, such annual and quarterly reports and such information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) as are specified in Sections 13 and 15(d) of the Exchange Act, provided that the Company shall not be required to deliver to the Trustee more -------- than one set of any exhibits to any of the foregoing and the Trustee shall not be required to deliver copies of any such exhibits to the Holders. Notwithstanding The Company shall also make such reports available to prospective purchasers of the foregoing1997 Notes, securities analysts and broker-dealers upon their request. In addition, the Company shall be deemed furnish to have delivered such information Holders of the 1997 Notes and reports with respect to any period for which it has posted such information or reports on its website within prospective purchasers of the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether 1997 Notes designated by the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActInitial Purchaser, upon their request, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when until such time as the Company is either exchanges Private Placement Notes for a like principal amount of Exchange Notes or has registered the 1997 Notes for resale under the Securities Act pursuant to the Shelf Registration (as defined in the Registration Rights Agreement) and such Shelf Registration has remained effective for a period of three years. Upon the effectiveness of any registration statement called for by the Registration Rights Agreement and thereafter so long as the 1997 Notes are outstanding, the Company shall not subject file with the SEC a Form 15 or take any other action to terminate the registration of the 1997 Notes under the Exchange Act or suspend the Company's duty to file reports under Section 13 or 15(d) under of the Exchange Act. (dc) Delivery The Company also shall comply with the other provisions 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 TIA (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesS)314(a).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections (after giving effect to all applicable extensions) and containing all the information, audit reports and exhibits required for such reports. Notwithstanding 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 (after giving effect to all applicable extensions) unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the sole purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports with the SEC (after giving effect to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) all applicable extensions). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, 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 such Securities are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of TIA ss. 314(a).

SEC Reports. (a) The Company promptly will Xxxxxxxx Xxxxxx & Company, Inc. shall, so long as any Securities are outstanding, deliver to the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reportsreports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which Xxxxxxxx Xxxxxx & Company, if any, which the Company Inc. is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActXxxxxxxx Xxxxxx & Company, the Company will file Inc. shall also comply with the SEC all informationother provisions of TIA Section 314(a). Reports, information and documents and reports required to be filed with the SEC to via the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall XXXXX system will be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingtime of such filing via XXXXX for purposes of this Section 4.2, provided, however, that the Company will make available Trustee shall have no obligation whatsoever to any prospective purchaser of the Securities determine whether or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 such information, documents or 15(d) under the Exchange Act. (d) reports have been filed via XXXXX. Delivery of such reports, information and documents to the Trustee is under this Section 4.2 are for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive or actual 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 Officer’s Certificates). The Trustee shall have no responsibility for the filing, timeliness or content of any reports, information or documents. The Trustee shall have no obligation to determine whether or not such reports, information or documents have been filed pursuant to the SEC’s XXXXX filing system (or its successor) or postings to any website have occurred, and the Trustee shall have no duty to participate in or monitor any conference calls.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will 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 contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) all information, documents and 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 extent permitted, and provide event that the Trustee and the Holders with Company is not permitted to file such annual reports and such informationreports, documents and other reports specified in Sections 13 and 15(d) of information with the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will nevertheless make available such Exchange Act information to the Trustee and the Holders. (c) For so long as any Holders of the Securities remain outstandingas if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within 15 days of the time periods specified therein or in the relevant Forms; 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 Restricted Subsidiaries. In addition, the Company and the Guarantors have agreed that they will make available to any the Holders and to prospective purchaser investors, upon the request of the Securities or beneficial owner of the Securities in connection with any sale thereof such Holders, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.12, the Company is not subject and the Note Guarantors will be deemed to Section 13 or 15(d) under have furnished the Exchange Act. (d) Delivery of such reports, information and documents reports to the Trustee is for informational purposes only and the Trustee’s receipt Holders of Securities as required by this Section 3.12 if it has filed such reports with the SEC via the EXXXX 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 Act; provided that this paragraph shall not constitute constructive notice of supersede or in any information contained therein manner suspend or determinable from information contained therein, including delay the Company’s compliance reporting obligations set forth in the first three paragraphs of this Section 3.12. The Parent may satisfy the obligations of the Company 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 its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Company.

SEC Reports. (aA) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 days after the filing of the same time such report is required to be filed with the SECCommission pursuant to the Exchange Act (including, copies without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of the quarterly and annual reports and of the information, documents and other reports, if any, which each report the Company is required to file with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the Commission; provided further, each such report will be deemed to be so delivered to the Trustee if the Company files such report with the Commission through the Commission’s XXXXX database no later than the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act). In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company will shall continue to provide the Trustee and, upon request, any Holder, within the time period that the Company would have been required to file such reports with the SEC all informationCommission (including, documents without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports required to be filed with the SEC Commission if the Company were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections reporting requirements of Section 13 and or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports including, with respect to any period for annual information only, a report thereon by the Company’s certified independent public accountants as such would be required in such reports filed with the Commission and, in each case, together with a management’s discussion and analysis of financial condition and results of operations which it has posted such information or reports on its website within the time periods specified in this Section 4.10would be so required. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless Company also shall comply with the other provisions of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Trust Indenture Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s an Officers’ Certificates).

SEC Reports. (a) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 days Trustee as soon as practicable after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section Sections 13 or 15(d) of the Exchange Act. Notwithstanding that The Company also shall comply with the other provisions of TIA Section 314(a). (b) So long as any of the Securities remain Outstanding, the Company may not remain subject 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 reporting requirements Holders of Section 13 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 15(d) of is not otherwise required to file quarterly and other reports under the Exchange Act, the Company will file with the SEC all information, documents and reports required prepare or cause to be filed with prepared, for each of the SEC to first three (3) quarters of each fiscal year, an unaudited balance sheet of the extent permittedCompany 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 provide the Trustee and the Holders with such annual reports and such informationfor each fiscal year, documents and other reports specified in Sections 13 and 15(d) an audited balance sheet of the Exchange Act. Notwithstanding Company and its consolidated Subsidiaries as at the foregoing, end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company shall 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 deemed prepared by a nationally recognized auditing firm and will be prepared in accordance with generally accepted accounting principles, as in effect from time to have delivered such information time, consistently applied, except for changes with which the Company's independent public accountants concur and reports with respect except that quarterly statements may be subject to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10year-end adjustments. The Trustee Company will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless cause a copy of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated respective financial statements, comparable to those which would have been required to appear in annual or quarterly reports, statements to be delivered mailed to the Trustee and each of the Holders. (c) For so long as any Holders of the Securities remain outstanding, within forty-five (45) days after the Company will make available to any prospective purchaser close of each of the Securities or beneficial owner 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 Securities Holders, to such Holder's address as set forth in connection with any sale thereof the information required by Rule 144A(d)(4) under Register of the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActSecurities. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. Notwithstanding If, at any time, the foregoingCompany is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall be deemed to have delivered provide the Trustee and Holders with such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in such Exchange Act sections for a registrant that is not an accelerated filer or a large accelerated filer; provided, however, that (i) no certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 shall be required (provided further, however, that nothing contained in the terms herein shall otherwise require the Company to comply with the terms of the Xxxxxxxx-Xxxxx Act of 2002 at any time when it would not otherwise be subject to such statute); (ii) the financial statements required of acquired businesses shall be limited to the financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of unconsolidated entities shall be required; (iv) no financial schedules specified in Regulation S-X under the Securities Act shall be required; (v) the Company may limit the information disclosed in such reports in respect of Item 402 of Regulation S-K under the Securities Act to the information identified in Item 402 that is included other than through incorporation by reference in the Offering Memorandum (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in the Offering Memorandum); (vi) compliance with the requirements of Item 10(e) of Regulation S-K and Regulation G under the Securities Act shall not be required (but the Company shall provide a reconciliation to any non‑GAAP financial measures as defined in Regulation G under the Securities Act); (vii) information specified in Rules 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and affiliates shall not be required; and (viii) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act (other than in respect of instruments defining the rights of security holders to the extent such instruments would be required to be filed by paragraph (b)(4) of such Item 601 and material contracts to the extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be required; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and paragraph (b)(10)(iii) of such Item 601 shall not be required. References in the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as the Company is a consolidated Subsidiary of a direct or indirect parent company for financial reporting purposes, the reports and other information required to be filed, provided or furnished pursuant to the first paragraph of this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether 4.02(a) may, at the option of the Company, be those of such parent company, rather than those of the Company, and, if the Company so elects in any such filing case, may be filed, provided or submission has occurredfurnished by such parent company; provided that financial information of such parent company so filed, provided or furnished include a reasonable explanation of the material differences (if any) between the information relating to such parent company, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities Notes remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities outstanding and constitute “restricted securities” (as defined in connection with any sale thereof the information required by Rule 144A(d)(4) 144 under the Securities Act during Act), at any period time when the Company is not subject to Section 13 or 15(d) under of the Exchange Act, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Company (or parent company, as applicable) files the foregoing reports and other information with the SEC, the Company shall be deemed to have provided to the Trustee and Holders all of the foregoing reports and other information if the Company (or parent company, as applicable) has filed or furnished such reports and other information with the SEC via the XXXXX filing system or any successor electronic filing system and such reports are publicly available. For the administrative convenience of the Trustee, the Company shall send an electronic copy of each such filing to the Trustee at such e-mail address as the Trustee may specify from time to time in accordance with the notice provisions of this Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default or Event of Default. (d) Delivery of To the extent that any report or other information is not filed, provided or furnished within the time periods specified in this Section 4.02 and such reportsreport or other information is subsequently filed, information provided or furnished, the Company will be deemed to have satisfied its obligations with respect thereto at such time and documents any Default with respect thereto will be deemed 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates)have been cured.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act unless the foregoingSEC will not accept such filings; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of Notes of as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser of Default with respect thereto shall be deemed to have been cured unless the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Notes have been accelerated. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly shall file with the SEC all information, documents and reports to be filed with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act, whether or not the Company is subject to such filing requirements so long as the SEC will deliver to accept such filings. The Company (at its own expense) shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, 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 files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the TIA, the Company may not remain subject shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, regardless of whether the Company is required to the reporting requirements of Section 13 or 15(dfurnish such reports and other information referred to in paragraph (a) of above to its stockholders pursuant to the Exchange Act, from the Issue Date the Company will file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such other information, documents and other reports specified in Sections 13 and or 15(d) of the Exchange Act. Notwithstanding the foregoing, Act and the Company shall be deemed to have delivered will cause such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered mailed to the Trustee and the HoldersHolders at their addresses appearing in the register of Notes maintained by the Registrar so long as any Notes are outstanding. (c) For so long as The Company shall provide to any of the Securities remain outstanding, Holder any information reasonably requested by such Holder concerning the Company will make available (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Holder to sell or beneficial owner of the Securities transfer Notes in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Upon consummation of the Exchange Offer and the issuance of the Exchange Securities, the Company promptly will deliver (at its own expense) shall file with the Commission and shall furnish to the Trustee, but in any event no later than Trustee and each Securityholder within 15 days after the filing of the same it files them with the SEC, Commission copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act); provided, the Company will file with the SEC all information, documents and reports required to be filed with the SEC that prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActSecurities, the Company (at its own expense) shall cause its consolidated financial statements), comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will mail to the Trustee and the HoldersSecurityholders in accordance with paragraph (b) of this Section 4.03 substantially the same information that would have been required by the foregoing documents within 15 days of when any such document would otherwise have been required to be filed with the Commission. Upon qualification of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, the Company shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Trustee and mailed to the Securityholders at their addresses appearing in the register of Securities maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as The Company shall provide to any of the Securities remain outstanding, Securityholder any information reasonably requested by such Securityholder concerning the Company will make available (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Securityholder to sell or beneficial owner of the transfer Securities in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery If the Company instructs the Trustee to distribute any of such reports, information and the documents described in Section 4.03(a) to the Trustee is for informational purposes only and Securityholders, the Trustee’s receipt of such Company shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which provide the Trustee is entitled to rely exclusively on Officer’s Certificates)with a sufficient number of copies of all such documents.

SEC Reports. This Section 4.03 shall apply to the Securities in lieu of Section 7.4 of the Base Indenture, which shall be deemed to be replaced in its entirety by this Section 4.03 for purposes of the Securities. (aA) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 fifteen (15) days after the filing of the same date such report is required to be filed with the SECSEC pursuant to the Exchange Act (after giving effect, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report (or copies of such portions of such report as the quarterly SEC may from time to time by rules and annual reports and of the information, documents and other reports, if any, which regulations prescribe) the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the SEC; provided further, each such report will be deemed to be so delivered to the Trustee at the time such report is filed with the SEC through the SEC’s XXXXX database. (B) If the Company is, at any time while any Securities are outstanding, no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, then the Company shall continue to provide to the Trustee (and, unless the SEC will not accept such filing, file with the SEC all informationin accordance with rules and regulations prescribed from time to time by the SEC) and, documents and reports required upon request, to be filed with each Holder, no later than the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, date the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to file the Trustee and same with the Holders. (c) For so long as any of the Securities remain outstandingSEC, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when reports the Company is not subject would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect, to the extent it would have been applicable, any extension permitted by Rule 12b-25 under the Exchange Act. (d) if the Company had securities listed and registered on a national securities exchange and were subject to the reporting requirements of such sections. The Company shall also deliver to the Trustee copies of the Company’s annual report to stockholders, containing audited financial statements, and any other financial reports which the Company furnishes to its stockholders. The Company also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC (to the extent permittedthe SEC will accept such filings) and, and in any event, will provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that the requirements of this sentence shall be met, if the Company is exempt from the requirements of Sections 13(a) or 15(d) of the Exchange Act under Section 12h-5 of the Exchange Act (or any successor provisions thereto) or provides such annual reports and such information, documents and other reports to the Trustee and the Holders, so long as (a) Symmetry files such annual reports and such information, documents and other reports with the SEC, (b) Symmetry, the Company and each Subsidiary Guarantor are in compliance with the requirements set forth in Rule 3-10 (or any successor provision thereto) of Regulation S-X under the Exchange Act and (c) the Company provides the Trustee and Holders with such annual reports and such information, documents and other reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will 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 deemed may satisfy such requirements prior to have delivered such information and reports the effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement by filing with respect the SEC the Shelf Registration Statement or the Exchange Offer Registration Statement, to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether extent that any such filing or submission has occurred. (b) Regardless of whether Registration Statement contains substantially the same information as would by required to be filed by the Company is required if it were subject to furnish such reports to its stockholders pursuant to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to and by providing the Trustee and the Holders. Holders with such Registration Statement (cand any amendments thereto) For so long as promptly following the filing thereof. At any time that any of Symmetry’s Subsidiaries are Unrestricted Subsidiaries, then the Securities remain outstandingquarterly and annual financial information required by the preceding paragraph will 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 Symmetry and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries; provided, however, that the Company will only be required to comply with the provisions of this paragraph to the extent (x) the total assets of all the Unrestricted Subsidiaries exceeds 5% of the total assets of Symmetry and its Subsidiaries on a consolidated basis as of the end of the applicable quarterly or annual period, or (y) the combined EBITDA of all the Unrestricted Subsidiaries exceeds 5% of the EBITDA of Symmetry and its Subsidiaries for the twelve-month period ended on the last day of the applicable quarter or fiscal year. In addition, the Company will make available furnish to the Holders and to prospective investors, upon the requests of such Holders, any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions of such reportsTIA § 314(a). The delivery of any information, information and documents or reports to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any such information or 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 conclusively rely exclusively on Officer’s Certificatesan Officers’ Certificate in accordance with Section 7.01).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document with the SEC through the SEC’s XXXXX database no later than the time such report or document is required to be filed with the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee with, such quarterly and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser also comply with the other provisions of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to TIA Section 13 or 15(d) under the Exchange Act. (d) 314(a). Delivery of such reports, information and documents to the Trustee trustee is for informational purposes only and the Trusteetrustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s our compliance with any of its covenants hereunder under the indenture (as to which the Trustee trustee is entitled to rely exclusively on Officer’s Certificates). The trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or website under the indenture, or participate in any conference calls. Delivery of reports to the trustee shall not constitute knowledge of, or notice to, the trustee of the information contained therein.

SEC Reports. (a) The So long as any of the Securities remain outstanding and the Company promptly will deliver is subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements of the same Exchange Act, the Company shall file with the SEC, SEC and distribute to the Trustee for delivery to the Holders of the Securities copies of the quarterly and annual reports required to be filed with the SEC, and if the Company ceases to become subject to the reporting requirements of the informationExchange Act, documents and other reports, if any, which the Company is shall distribute to the Trustee for delivery to the Holders of the Securities copies of the quarterly and annual financial information that would have been required to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act had the Company may not remain been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file . All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with the SEC all information, documents GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and reports required Analysis of Financial Condition and Results of Operations." (b) The financial information to be distributed to Holders of Securities shall be filed with the SEC Trustee and shall be mailed by the Trustee to the extent permittedHolders at their addresses appearing in the register of Securities maintained by the Registrar, and provide within 15 days after receipt of such financial information. The Company shall file such financial information with the Trustee and within 15 days after it is filed with the SEC, if required, but in no event later than 105 days after the end of the Company's fiscal year or later than 60 days after the end of each of the first three quarters of each such fiscal year, in the case of quarterly reports; provided, however, that the Trustee's only obligation is to mail the financial information that it receives from the Company to the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed not to have delivered obtain such information and reports with respect to any period for which it has posted such information or reports on its website within from the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersCompany. (c) For so long as any The Company shall make such financial information described in Section 4.3 (a) available to prospective purchasers of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNotes. (d) Delivery The Company shall provide the Trustee with a sufficient number of such reports, copies of all reports and other documents and information and documents that the Trustee may be required to deliver 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).Holders under this Section 4.3. 053113\1008\02764\979QGT85.OTH 25

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, 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 Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10other provisions of TIA ss. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder's request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a1) The Company promptly will deliver Xxxx XX shall file with the Trustee and supply to the Trusteeeach Holder, but in any event no later than without cost, within 15 days after the filing of it files the same with the SEC, copies of the its annual and quarterly and annual reports and of the reports, information, documents and other reports, if any, (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company it is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Notwithstanding In the event that the Company may Xxxx XX is at any time not remain subject to the reporting requirements of Section the Exchange Act, it shall provide to the Trustee and supply to each Holder without cost, within 15 days after it would have been required to file such information with the SEC, financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which Xxxx XX would have been required to include in such annual reports, information, documents or other reports if Xxxx XX had been subject to the requirements of such Sections 13 or 15(d) of the Exchange Act, the Company will file . Xxxx XX also shall comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) provisions of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this TIA Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b2) Regardless So long as any Notes remain outstanding, Xxxx XX shall cause its annual report to stockholders and any other financial reports furnished by it to stockholders generally, to be mailed to the Holders at their addresses appearing in the register of whether Notes maintained by the Company Registrar in each case at the time of such mailing or furnishing to stockholders. If Xxxx XX is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) Xxxx XX shall cause its consolidated financial statements, comparable including any notes thereto and with respect to those which would have been required to appear in annual or quarterly reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be delivered to so filed with the Trustee and mailed to the HoldersHolders within 120 days after the end of each of Xxxx IV's fiscal years and within 60 days after the end of each of the first three quarters of each fiscal year. (c3) For so long as any Xxxx XX shall provide the Trustee with a sufficient number of the Securities remain outstanding, the Company will make available copies of all reports and other documents and information that Xxxx XX may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents deliver 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates)Holders under this Section 4.02.

SEC Reports. (a) The From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Senior Notes are outstanding, the Company promptly will deliver shall furnish to the Trustee, but in any event no later than 15 days after the filing Holders of the same with the SEC, copies of the Senior Notes (i) all quarterly and annual reports financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and of the information, documents and other reports, 10-K if any, which the Company is were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject respect to the reporting requirements of Section 13 or 15(dannual information only, a report thereon by the Company's certified independent accountants and (ii) of the Exchange Act, the Company will file with the SEC all information, documents and current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the extent permitted, rules and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) regulations of the Exchange Act. Notwithstanding the foregoingCommission, the Company shall be deemed to have delivered file a copy of all such information and reports with respect to any period the Commission for which it has posted public availability (unless the Commission will not accept such information or reports on its website a filing) within the time periods specified in this Section 4.10. The Trustee will that would have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether been applicable had the Company is required been subject to furnish such reports rules and regulations and make such information available to its stockholders pursuant to the Exchange Actsecurities analysts and prospective investors upon request. In addition, the Company (at its own expense) shall cause its consolidated financial statementshas agreed that, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For for so long as any of the Securities Senior Notes remain outstanding, it shall furnish to the Company will make available Holders, to any securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when Act. The Company shall at all times comply with TIA (S) 314(a). The financial information to be distributed to Holders of Senior Notes shall be filed with the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information Trustee and documents mailed to the Trustee is for informational purposes only and Holders at their addresses appearing in the Trustee’s receipt register of such shall not constitute constructive notice Senior Notes maintained by the Registrar, within 90 days after the end of any information contained therein or determinable from information contained therein, including the Company’s compliance with any 's fiscal years and within 45 days after the end of its covenants hereunder (as to which each of the first three quarters of each such fiscal year. The Company shall provide the Trustee is entitled with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver, at the Company's expense, such reports to rely exclusively on Officer’s Certificates)the Holders under this Section 4.03.

SEC Reports. (a) The Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company promptly will deliver furnish to the TrusteeHolders of Notes, but in any event no later than 15 days after cause the filing Trustee to furnish to the Holders of the same Notes or file with the SEC, copies of within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports; and (2) all current reports that would be required to be filed with the extent permittedSEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, and provide following the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer contemplated by the foregoingRegistration Rights Agreement, the Company shall be deemed will file a copy of each of the reports referred to have delivered such information in clauses (1) and reports (2) above with respect to any period the SEC for which it has posted such information or reports on its website public availability within the time periods specified in this Section 4.10the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). The Trustee Company will have at all times comply with TIA § 314(a). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no responsibility whatsoever longer subject to determine whether the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs with the SEC within the time periods specified above unless the SEC will not accept such filing or submission has occurreda filing. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website (if it then maintains a website) within the time periods that would apply if the Company were required to file those reports with the SEC. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Subsidiary Guarantors will make available furnish to any the Holders and to securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in For so long as any event no later than 15 days after the filing of the same with the SEC, copies Securities remain outstanding or any obligation of the quarterly Company or the Subsidiary Guarantors with respect thereto remains unpaid finally and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actin full, the Company will file with the SEC all information, documents and reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the extent permittedExchange Act, and provide whether or not the Company is subject to such filing requirements so long as the SEC will accept such filings. The Company will file with the Trustee and within 15 days after it files them with the Holders with such SEC, copies of the annual reports and such of the information, documents and other reports specified in Sections (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe), without exhibits, which the Company files with the SEC pursuant to Section 13 and or 15(d) of the Exchange Act. Notwithstanding Upon qualification of this Indenture under the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredprovisions of TIA (S) 314(a). (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those that which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. The Company will also make such reports available to prospective purchasers of the Securities, securities analysts and broker-dealers upon their request. (c) For so long as any of the Securities remain outstandingoutstanding or any obligation of the Company or the Subsidiary Guarantors with respect thereto remains unpaid finally and in full, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when Act, until such time as the Company is not subject to Section 13 or 15(d) has consummated the exchange offer the Series A Securities for Series B Securities which have been registered under the Exchange Act. (d) Delivery Securities Act or until such time as the holders thereof have disposed of such reports, information and documents Securities pursuant 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 an effective registration statement filed by the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all Trustee, within 15 days after it would have been required to file with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditor's report by a firm of established national reputation reasonably satisfactory to the Trustee), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which the Company would have been required to include in such annual reports, information, documents and or other reports required to be filed with if the SEC Company were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding Subsequent to the foregoingqualification of the Indenture under the TIA, the Company also shall be deemed comply with the provisions of section 314(a) of the TIA. Notwithstanding anything to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The contrary herein, the Trustee will shall have no responsibility whatsoever duty to determine whether review such documents for the purposes of determining compliance with any such filing or submission has occurredprovisions of this Indenture. (b) Regardless of whether If the Company is required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act. the Company shall cause any annual report furnished to its stockholders generally and any quarterly or other financial reports it furnishes to its stockholders generally to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar. If the Company is not required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statementsstatements referred to in Section 4.02(a), comparable including any notes thereto (and with respect to those which would have been required to appear in annual or quarterly reports, an auditors' report by a firm of established national reputation reasonably satisfactory to the Trustee), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be delivered so mailed to the Trustee Holders within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three fiscal quarters of each year. The Company will cause to be disclosed in a statement accompanying any annual report or comparable information as of the date of the most recent financial statements in each such report or comparable information the amount available for payments pursuant to Section 4.05 hereof. As of the date hereof, the Company's fiscal year ends on December 31. (c) For If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, for so long as any of the Securities remain outstanding, the Company will make available shall furnish to any the Holders and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the TrusteeSo long as any Securities are outstanding, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding notwithstanding that the Company may not remain continue to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedCommission, and provide make available to the Trustee and the registered Holders with such of the Securities, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified in this Section 4.10. The Trustee therein; provided that the Company will have no responsibility whatsoever not be required to determine whether make any such filing or submission has occurred. (b) Regardless of whether filings with the Commission until the date that the Company is first subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, including upon effectiveness of any Exchange Offer Registration Statement or Shelf Registration Statement (each as defined in the Registration Rights Agreement). In the event that the Company is not permitted (or required by virtue of the proviso in the previous sentence) to furnish file such reports to its stockholders reports, documents and information with the Commission pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will nevertheless make available such Exchange Act information to the Trustee and the Holders. (c) For so long as any Holders of the Securities remain outstanding, as if the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act. (d) Act within the time periods specified therein. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). 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 Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

SEC Reports. (a) The Upon consummation of the Exchange Offer and the issuance of the Exchange Notes, the Company promptly will deliver and each Subsidiary Guarantor (at its own expense) shall file with the Commission and shall furnish to the Notes Trustee, but in any event no later than and , upon request, each Noteholder, within 15 days after the filing of the same it files them with the SECCommission, copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act); PROVIDED, the Company will file with the SEC all informationHOWEVER, documents and reports required to be filed with the SEC that prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActNotes, the Company (at its own expense), will mail to the Notes Trustee and the Noteholders in accordance with paragraph (b) shall cause its consolidated financial statements, comparable to those which of this Section 4.03 substantially the same information that would have been required to appear in annual or quarterly reports, by the foregoing documents within 15 days of when any such document would otherwise have been required to be delivered filed with the Commission. Upon qualification of this Indenture under the TIA, the Company and each Subsidiary Guarantor shall also comply with the provisions of TIA Section 314(a). (b) At the Company's expense, the Company and each Subsidiary Guarantor, as applicable, shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Notes Trustee and mailed to the Trustee and Noteholders at their addresses appearing in the Holdersregister of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as The Company and each Subsidiary Guarantor shall provide to any Holder of the Securities remain outstanding, Initial Notes any information reasonably requested by such Holder concerning the Company will make available and each Subsidiary Guarantor (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Holder to sell or beneficial owner of the Securities transfer Notes in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery If the Company instructs the Notes Trustee to distribute any of such reports, information and the documents described in Section 4.03(a) to the Noteholders, the Company shall provide the Notes Trustee is for informational purposes only and the Trustee’s receipt with a sufficient number of copies of all 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates)documents.

SEC Reports. (a) The Company promptly will deliver to In accordance with the Trustee, but in any event no later than 15 days after the filing provisions of Section 314(a) of the same with the SECTrust Indenture Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which at any time that the Company is required to file periodic reports with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all informationTrustee, documents and reports required to be filed within 15 days after it files them with the SEC to Commission, copies of the extent permitted, and provide the Trustee and the Holders with such annual reports and such of the information, documents and other reports specified in Sections 13 and 15(d) (or copies of such portions of any of the Exchange Act. Notwithstanding foregoing as the foregoing, the Company shall be deemed to have delivered such information Commission may by rules and reports with respect to any period for regulations prescribe) which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to file with the Commission. The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act. In addition, at any time that the Company has a class of equity securities registered under the Exchange Act, the Company (at its own expense) shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally to be filed with the Trustee and mailed, no later than the date such materials are mailed or made available to the Company's stockholders, to the Holders at their addresses as set forth in the Security Register. (b) At any time that the Company does not have a class of securities registered under the Exchange Act, the Company shall furnish to the Trustee (who is hereby authorized and directed to furnish a copy thereof to any person requesting the same in writing) and shall mail (or cause to be mailed by the Trustee at the Company's expense) to each of the Holders at their addresses as set forth in the Security Register maintained by the Security Registrar within 60 days after the close of each of the first three quarters of each fiscal year and within 105 days after the close of each fiscal year consolidated balance sheets of the Company as of the end of each such quarter or fiscal year, as the case may be, and consolidated statements of income and changes in financial position of the Company for the period commencing at the end of the Company's previous fiscal year and ending with the end of such quarter or fiscal year, as the case may be, all such financial statements setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments) by a Responsible Officer of the Company as having been prepared in accordance with GAAP consistently applied, and, in the case of annual consolidated financial statements, comparable to those certified by independent public accountants of recognized standing and a discussion and analysis of the results of operations and financial condition of the Company and its subsidiaries for the periods presented, which would have been required to appear discussion and analysis shall be prepared by the management of the Company in annual or quarterly reports, to be delivered a manner responsive to the Trustee requirements of Item 303 (or any successor item or section) of Regulation S-K. All financial statements shall be prepared in accordance with GAAP consistently applied, except for changes with which the Company's independent public accountants concur and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not except that quarterly statements may be subject to Section 13 or 15(d) under the Exchange Actyear-end adjustments. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver Prior to the Trusteeconsummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, but the Guarantor and the Issuer shall make available, upon request, to any Holder of Notes or prospective investor and securities analyst in any event no later than the United States the information specified in Rule 144A(d)(4), unless the Guarantor is subject to Section 13 or 15(d) of the Exchange Act at or prior to the time of such request. (b) If the Issuer or the Guarantor is subject to Section 13 or 15(d) of the Exchange Act, the Issuer or the Guarantor, as appropriate, shall file with the Trustee and provide Holders of Notes, within 15 days after the filing of the same with with, or furnishing to, the SEC, which filing shall be made electronically and shall be made in a form prescribed by the SEC to allow it to be available via the SEC's Internet site at http.//www.xxx.xxx, xx any successor electronic medium to such site, copies of the quarterly and their respective annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company Guarantor or the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Act or is required to furnish to the SEC pursuant to this Indenture. (c) Notwithstanding that the Company Guarantor or the Issuer may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActAct or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and 35 regulations promulgated by the SEC, the Company will Guarantor shall continue to file with the SEC all informationwith, documents or furnish to, which filing shall be made electronically and reports required to shall be filed with made in a form prescribed by the SEC to allow it to be available via the extent permittedSEC's Internet site at http://xxx.xxx.xxx, xxe SEC and provide the Trustee and holders of Notes: (i) within 90 days after the Holders with end of each fiscal year (or such shorter period as the SEC may in the future prescribe), annual reports and such information, documents and other reports specified in Sections 13 and 15(don Form 20-F (or any successor form) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof containing the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 be contained therein (or determinable required in such successor form), (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such shorter period as the SEC may in the future prescribe), reports on Form 6-K (or any successor form) containing substantially the same information required to be contained in Form 10-Q (or required in any successor form) and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 6-K (or any successor form) containing substantially the same information required to be contained therein, including the Company’s compliance with in Form 8-K (or any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificatessuccessor form).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct 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 such reports under such Sections, and containing all the information, audit reports and exhibits required for such reports. Notwithstanding If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to with the SEC. 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 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its stockholders pursuant to Restricted Subsidiaries separate from the Exchange Actfinancial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holders and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions 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 to which the Trustee is entitled to rely exclusively on Officer’s CertificatesTIA § 314(a).

SEC Reports. (a) The At any time that the Company promptly will deliver has a class of securities registered under the Exchange Act, the Company shall file with the Trustee and provide to the TrusteeHolders, but in any event no later than within 15 days after the filing of it files the same with the SEC, copies of the quarterly and its annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company or any Subsidiary of the Company is required to file with the SEC pursuant to Section 12, 13 or 15(d) of the Exchange Act. Notwithstanding The Company shall cause any annual report furnished to its stockholders generally and any quarterly or other financial reports furnished by it to its stockholders generally to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (b) At any time that the Company may does not remain subject to the reporting requirements have a class of Section 13 or 15(d) of securities registered under the Exchange Act, the Company will file shall furnish to the Trustee (who is hereby authorized and directed to furnish a copy thereof to any Person requesting the same in writing) and shall mail (or cause to be mailed by the Trustee at the Company's expense) to each of the Holders at their addresses as set forth in the register of Notes maintained by the Registrar within 60 days after the close of each of the first three quarters of each fiscal year and within 105 days after the close of each fiscal year consolidated balance sheets of the Company as of the end of each such quarter or fiscal year, as the case may be, and consolidated statements of income and cash flow of the Company for the period commencing at the end of the Company's previous fiscal year and ending with the SEC end of such quarter or fiscal year, as the case may be, all information, documents and reports required to be filed with such financial statements setting forth in comparative form the SEC to corresponding figures for the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) corresponding period of the Exchange Act. Notwithstanding the foregoingpreceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments) by an Officer of the Company shall be deemed to have delivered such information and reports as having been prepared in accordance with respect to any period for which it has posted such information or reports on its website within GAAP consistently applied, and, in the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless case of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its annual consolidated financial statements, comparable to those certified by independent public accountants of established national reputation, and a discussion and analysis of the results of operations and financial condition of the Company and its subsidiaries for the periods presented, which would have been required to appear discussion and analysis shall be prepared by the management of the Company in annual or quarterly reports, to be delivered a manner responsive to the Trustee requirements of Item 303 (or any successor item or section) of Regulation S-K promulgated by the SEC. All financial statements shall be prepared in accordance with GAAP consistently applied, except for changes with which the Company's independent public accountants concur and the Holdersexcept that quarterly statements may be subject to year-end adjustments. (c) For so long as any Delivery of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such above-referenced reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Securities, the annual reports and such 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) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified in this Section 4.10therein. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered nevertheless make available such Exchange Act information to the Trustee and the Holders. (c) For so long as any Holders of the Securities remain outstanding, as if the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act. Act within the time periods specified therein. In addition, if at any time Holdings (d1) Delivery Guarantees the obligations and liabilities of the Company hereunder (there being no obligation of Holdings to do so), (2) holds no material assets other than cash, Cash Equivalents, the Capital Stock of Argo Tracker Corporation, a wholly owned subsidiary of Holdings, and the Capital Stock of the Company or of any direct or indirect parent entity of the Company that only engages in similar activities (and performs the related incidental activities associated with such ownership) and (3) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, documents and information and documents required to be furnished to the Trustee is for informational purposes only and the Trustee’s receipt registered Holders of such shall not constitute constructive notice the Securities pursuant to this covenant may, at the option of any information contained therein or determinable from information contained therein, including the Company’s compliance with , be furnished by and be those of Holdings rather than the Company. If the Company has designated any of its covenants hereunder (Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to which the Trustee is entitled to rely exclusively on Officerfinancial statements and in Management’s Certificates)Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

SEC Reports. (a) The Company promptly will deliver to So long as the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reportsNotes are outstanding, if any, which the Company is required to file annual or quarterly reports with the SEC pursuant to under Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall file with the SEC and shall file with the Trustee within 15 days after it files them with the SEC copies of the quarterly and 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) required to be filed pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, the Company shall cause an annual report, if furnished by it to its stockholders generally and each quarterly or other financial report if furnished by it to its stockholders generally to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) If the Company is not required to file annual or quarterly reports with the SEC under Section 13 or 15(d) of the Exchange Act for any fiscal period ending after the Issue Date, the Company shall cause its consolidated financial statements, including any notes thereto (and, in the case of a fiscal year end, an auditor's report by an accounting firm of nationally established reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" comparable to those that which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) reports filed under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under of the Exchange ActAct if the Company had a class of securities listed on a national securities exchange, to be so filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 100 days after the end of each fiscal year and within 50 days after the end of each of the Company's first three fiscal quarters in each fiscal year. (d) Delivery of such reports, information and documents The Company shall provide to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any Holder any information contained therein reasonably requested by such Holder concerning the Company (including financial statements) necessary in order to permit such Holder to sell or determinable from information contained therein, including the Company’s transfer Notes in compliance with any of its covenants hereunder (as to which Rule 144A under the Trustee is entitled to rely exclusively on Officer’s Certificates)Securities Act.

SEC Reports. (a) The Company promptly will TRW Automotive Holdings shall deliver to the Trustee, but in any event no later than within 15 days after the filing of the same it would have been required to file with the SEC, copies of the quarterly and its annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding In the event that the Company may not remain TRW Automotive Holdings is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, either it or the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and shall provide the Trustee and the Holders with such copies of annual reports and such information, documents and other reports as TRW Automotive Holdings or the Company, as the case may be, would be required to file with the SEC were it subject to such reporting requirements. In such event, such reports shall be provided within 45 days of the times as TRW Automotive Holdings or the Company, as the case may be, would be required to provide such reports were it subject to such reporting requirements. If at any time any direct or indirect parent of TRW Automotive Holdings is a Guarantor, the Company shall be deemed to be in compliance with the provisions of this Section 4.02 if such direct or indirect parent delivers to the Trustee within the time periods specified in Sections the preceding paragraph copies of its annual reports and 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 such direct or indirect parent is required to file with the SEC pursuant to Section 13 and or 15(d) of the Exchange Act or which such direct or indirect parent would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, the The Company shall be deemed to have delivered such information and reports be in compliance with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have 4.02 if TRW Automotive Holdings, or in the event that TRW Automotive Holdings is at any time no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant longer subject to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any reporting requirements of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under of the Exchange Act. (d, either TRW Automotive Holdings or the Company, or if at any time any direct or indirect parent of TRW Automotive Holdings is a Guarantor, such direct or indirect parent of TRW Automotive Holdings, shall have filed such annual reports and the information, documents and other reports with the SEC using its Electronic Data Gathering, Analysis and Retrieval System or any successor system. The subsequent filing with the Trustee and, if applicable, the SEC of any report required by this Section 4.02 shall be deemed to automatically cure any Default or Event of Default resulting from the failure to file such report within the time period required by this Section 4.02. Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with this Section 4.02 for purposes of Section 6.01(e) until 120 days after the date any report is due under this Section 4.02. 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 to which the Trustee is entitled to rely exclusively (subject to Article 7) on Officer’s Officers’ Certificates). If and for so long as the Securities are listed on the Official List of the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and to the extent that the rules of the Irish Stock Exchange require, the information listed in this Section 4.02 will also be made available in Dublin through the offices of the Paying Agent in Dublin.

SEC Reports. (a) The Company promptly shall file with the SEC all information, documents and reports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, provided that if the Company is not required to file with the SEC -------- pursuant to Section 13 or 15(d) of the Exchange Act, it will deliver continue to make such filings to the Trustee, but in any event no later than extent permitted by the SEC. The Company (at its own expense) shall file with the Trustee within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, 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 files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10provisions of TIA (S) 314(a). The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC. (c) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Company shall not be required to -------- ------- furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Company or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders Securityholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided that the times specified for the filings of such reports under such Sections and containing in all material respects, 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 will 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 agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will 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 deemed may satisfy such requirements prior to have delivered such information and reports the effectiveness of any registration statement filed pursuant to the Registration Rights Agreement entered into on the Issue Date by filing with respect the SEC the registration statement, to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether extent that any such registration statement contains substantially the same information as would 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 Securityholders with such registration statement (and any amendments thereto) promptly following the filing or submission has occurred.thereof. In addition, in the event that: (a) the rules and regulations of the SEC permit a parent entity to report at such parent entity's level on a consolidated basis, and (b) Regardless such parent entity is a Guarantor of whether the Securities and is not engaged in any business in any material respect other than incidental to its ownership of the Capital Stock of the Company, such consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company is will satisfy this Section 4.02. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required to furnish such reports to by the preceding paragraph will 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 stockholders pursuant to Restricted Subsidiaries separate from the Exchange Actfinancial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holder of the Securities and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during so long as any period when the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. . The Company also shall comply with the other provisions of TIA (dSection) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates314(a).

SEC Reports. (a) The So long as the Notes are outstanding the Company promptly will shall deliver to the Trustee, but in any event no later than Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC SEC, pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the Notes are outstanding the Company will shall file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding For purposes of the foregoingforegoing provisions of this paragraph, so long as: (1) Holdings owns all of the issued and outstanding Capital Stock of the Company; (2) the aggregate amount of all Investments made by Holdings in any Persons other than the Company shall be deemed to have delivered such information and reports with respect to its Restricted Subsidiaries does not in the aggregate exceed $15.0 million at any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred.outstanding; and (b3) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject required to file separate reports with the SEC pursuant to Section 13 or 15(d) under of the Exchange Act. ; the filing and delivery of reports, information or documents which Holdings is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act in accordance with the provisions of this paragraph will satisfy the Company’s obligations under this paragraph. To the extent permitted by Section 314(a) of the TIA, each of the Company and Holdings, as the case may be, shall be deemed to have provided such reports to the Trustee if it has filed such reports with the SEC via the Xxxxx filing system (dor any electronic filing system that is a successor thereto). The Company shall also comply with the other provisions of Section 314(a) of the TIA. 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 to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. So long as any Notes are outstanding: (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC all information(unless such filing is not permitted under the Exchange Act or by the SEC), documents and reports required to be filed with so long as the SEC to Notes are outstanding, the extent permittedannual reports, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject, 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 to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, the “Termination Date”) as the Company is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and the Company is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall furnish to the Trustee: (i) within 105 days following the end of each fiscal year of the Company (or such longer period as may be deemed permitted by the SEC if the Company were then subject to have delivered SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such information year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and reports 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 SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any period separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for which it has posted such information the Company, any Issuer, any Subsidiary Guarantor or reports on its website within any other affiliate of the time periods specified Company and (y) the consolidated financial statements of the Company or any similar reference shall, in this Section 4.10. The Trustee will have no responsibility whatsoever each case, include each variable interest entity that the Company would otherwise be required to determine whether any such filing or submission has occurred.consolidate under GAAP; (bii) Regardless within 60 days after the end of whether each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination 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 (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to furnish such reports to its stockholders pursuant consolidate under GAAP; and (iii) information substantially similar to the Exchange Act, 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 (at its own expenseif the Company were required to prepare and file such form) shall cause its consolidated 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, comparable to those which 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 appear the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in annual or quarterly reportssuch Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Trustee 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 HoldersSarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) For so long Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as any 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 remain outstandingAct 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 will 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 any prospective purchaser the Holders of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNotes, upon their request. (d) Delivery If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the financial statements or information, documents and reports so required to be filed, transmitted or made available, as the case may be, 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 (i) the Company shall in any event be required to make such filing and so transmit or make available, 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 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 paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the XXXXX (or successor) filing system and such reports are publicly available or in the case of paragraph (b), furnishes or makes available information regarding such Parent of the type otherwise required with respect to the Company under such paragraph (b). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). Subject to Article VII, the 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 information on its website.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Company and the Issuer shall also comply with the other provisions of TIA § 314(a). The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 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 to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly Parent will deliver furnish to the Trustee, but in any event no later than 15 Trustee within 30 days after the filing of the same it files them with the SEC, copies of the quarterly Parent’s annual report and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the Company foregoing as the SEC may by rules and regulations prescribe) that the Parent is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Reports, information and documents filed by the foregoing, Parent with the Company shall SEC via the XXXXX system will be deemed to have delivered such information and reports with respect been furnished to any period for which it has posted such information or reports on its website within the Trustee as of the time periods specified in this Section 4.10such documents are filed via XXXXX. The Trustee will shall have no responsibility whatsoever duty to determine whether any such filing review or submission has occurred. (b) Regardless of whether the Company is required to furnish such analyze reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) it. Delivery of such any reports, information and documents to the Trustee is will be for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Parent’s or the Company’s compliance with any of its covenants hereunder (under this Indenture or documents related thereto. The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s or the Company’s compliance with the covenant provisions of this Indenture or monitor any reports or other documents filed with the SEC or via XXXXX. In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time Parent or the Company is not required to which file with the Trustee is entitled SEC the reports required by the preceding paragraph, the Company will furnish to rely exclusively on Officer’s Certificates)the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SEC Reports. (a“Section 1008 of the Base Indenture shall not apply to the Notes. Instead, the Company shall, to the extent required by Section 314(a) The Company promptly will deliver to of the Trust Indenture Act, file with the Trustee, but in any event no later than within 15 days after the filing of the same with the SECCommission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain Act (other than confidential filings, documents subject to confidential treatment and correspondence with the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission); provided, that, the Company will file with delivery of materials to the SEC all information, Trustee by electronic means or filing of documents and reports required via the XXXXX system (or any successor electronic filing system) shall be deemed to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) as of the Exchange Act. Notwithstanding the foregoingtime such documents are filed via XXXXX (or such successor system), the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery being understood that 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 thereintherein and the Trustee shall have no obligation to determine whether or not such information, including documents or reports have been filed pursuant to the Company’s compliance XXXXX system (or its successor) or if the Company is not required to file information, documents or reports pursuant to either of Section 13 or 15(d) of the Exchange Act, then the Company shall file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. Notwithstanding the foregoing, the Company shall not be deemed to have failed to comply with any of its covenants obligations under this Section 5.04 until 30 days after the date any information, document or other report hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)due.