Common use of SEC Reports Clause in Contracts

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Since April 29, 2015 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, including any amendments or supplements thereto, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required, including any amendments or supplements thereto (unless all such filing is not permitted under forms, reports, schedules, statements and documents, as amended or supplemented, filed or furnished since the Exchange Act Reference Date, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject at or prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes Effective Time that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information not required to be included in any such filing so filed or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of furnished, the Company’s accountants not being “independent” SEC Reports”). (as defined pursuant b) Each SEC Report filed prior to the Exchange Act and date hereof (or if amended prior to the rules and regulations of the SEC thereunder)date hereof, the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary as of the date on which of the same was otherwise required pursuant last such amendment) complied, or, in the case of SEC Reports filed after date hereof and prior to the preceding provisions of this Section 405 (such initial dateEffective Time, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act, the earlier of (x) the date on which such filing has been madeExchange Act, or such reports, documents and information have been transmitted or made availablethe ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and applicable rules and regulations promulgated thereunder, each as in effect on the filing date (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through amended prior to the Company and its Subsidiaries date hereof, as of the last day date of the relevant reporting periodlast such amendment), such reportsin all material respects. True, documents correct and information shall be accompanied by consolidating informationcomplete copies of all SEC Reports are publicly available in the Electronic Data Gathering, which need not be audited Analysis and Retrieval database of the SEC. As of its filing date (or compliant with Regulation S-X in the case of a registration statement under the Securities Act, at the time it was declared effective), each SEC Report (or if amended prior to the date hereof, as of the date of the last such amendment) did not, and will not, in the case of any SEC Report filed after the date hereof and prior to the Effective Time, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that explains in reasonable detail such SEC Reports (as determined in good faith by including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, which determination shall be conclusive) there is not, as of the quantitative differences between date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial information relating statements included therein), except in each case for such comments, questions, notices, investigations or reviews which have been fully resolved. (d) None of the Company’s Subsidiaries is (or since the Reference Date has been) required to such parent and its Subsidiariesfile any forms, on reports, schedules, statements or other documents with the one handSEC. (e) Since the Reference Date, and the information relating to no executive officer of the Company and its Subsidiaries on a standalone basis, on has failed to make the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information certifications required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this of him or her under Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 302 or 906 of the Sarbanes Oxley ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, Table of 2002Contents except as disclosed in certifications filed with the SEC Reports, as amendedand at the time of filing or submission of each such certification, or related items 307 such certification was true and 308 of Regulation Saccurate and complied with the ▇▇▇▇▇▇▇▇-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities ▇▇▇▇▇ Act. Delivery of such reportsSince the Reference Date, documents, and information described in this Section 405 to neither the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with Company nor any of its covenants under this Indenture as to which executive officers has received notice from any Governmental Authority challenging or questioning the Trustee accuracy, completeness, form or manner of filing of such certifications. (f) The Company is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed in compliance in all material respects with the SEC, posted on any website or otherwise furnished to the Holdersapplicable listing and corporate governance rules and regulations of Nasdaq.

SEC Reports. Notwithstanding (a) On and after the Escrow Release Date, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon written request, the Holders, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers: (1) all quarterly and annual reports that the Company may not would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer 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 Issuer were required to file such reports; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s ▇▇▇▇▇ system (or remain any successor system) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder, it being understood that the Trustee shall not be responsible for determining whether such filings have been made. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Issuer will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC as a “non-accelerated filer.” (b) Notwithstanding anything to the contrary, this Section 4.02 does not require the Issuer to comply with Rule 3-10 or Rule 3-16 of Regulation S-X (or any successor provision), or to provide separate financial statements of any Guarantor; provided that the Issuer will continue to provide qualitative information on non-Guarantor Subsidiaries substantially consistent with the information provided in the Offering Memorandum in the reports required to be delivered pursuant to Section 4.02(a)(1) above. At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and the EBITDA of such Unrestricted Subsidiaries (determined in a manner consistent with the definition of EBITDA in this Indenture) account collectively for more than 1.0% of the Issuer’s corresponding consolidated amount, then the quarterly and annual financial information required by Section 4.02 (a) will include a reasonably detailed quantitative 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” or elsewhere in reports provided by the Issuer pursuant to this covenant of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) In addition, at any time on and after the Escrow Release Date when the Issuer is not subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company Issuer shall make available the annual reports, documents, information and other reports described in this Section 405 furnish to the Trustee Holders and to prospective investors, upon the requests of such Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. . (d) Delivery of such any reports, documents, information and information described in this Section 405 documents to the Trustee shall will be for informational purposes only, only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the CompanyIssuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is will be entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports 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; provided that the Company shall not in any event be required to file or cause to be filed with the SEC any of such information, documents and reports prior to the commencement of the exchange offer or effectiveness of the shelf registration statement as provided for in the Registration Rights Agreement. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed (or, in lieu of any thereof, a registration statement filed with the SEC under the Securities Act or any amendment thereto, provided such registration statement or amendment contains the information that would have been included therein). Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; , provided that (a) the Company shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. Notwithstanding the foregoing, (x) the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral and (y) prior to the commencement of the exchange offer or effectiveness of the shelf registration statement pursuant to the Registration Rights Agreement, (i) the Company will be deemed to have satisfied the requirements of the second sentence of the first paragraph of this Section 405 by providing, within the time periods specified therein, (A) with respect each fiscal year, the information required under Items 6, 7, 7A and 8 of Form 10-K (as in effect on the Issue Date), (B) with respect to the first three fiscal quarters of each fiscal year, the information required under Items 1, 2 and 3 of Form 10-Q (as in effect on the Issue Date) and (C) with respect to the occurrence of an event required to be reported as a “current report” on Form 8-K, the information required under Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.06, 4.01, 4.02, 5.01, 5.02(a),(b),(c) and (d) (other than any information relating to compensation arrangements with any directors or officers) and 9.01(a) (but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01) of Form 8-K (as in effect on the Issue Date) and (ii) the Company shall not be required to transmit or make available (x) separate financial statements of any Note Guarantor or any consolidating footnote contemplated by Rule 3-10 of Regulation S-X of the Securities Act, (y) any “current report” if the Company determines in good faith that the event that would be the subject of such report is not material to Holders or the business, assets, operations or financial position of the Company and its Restricted Subsidiaries, taken as a whole, or (z) any information that would otherwise be required by Sections 302 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and Items 307, 308 or 308T of Regulation S-K. The Company will be deemed to have satisfied the requirements of this Section 405 if any parent Parent files and provides reports, documents and information of the types otherwise so required to be filedrequired, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Actapplicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, that explains in reasonable detail (as determined in good faith by the Companydelivery of reports, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating documents to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K Trustee under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of them the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It Subject to Article VII, the Trustee is understood not obligated to confirm that the Trustee shall have no responsibility Company has complied with its obligations contained in this Section 405 to determine if file such reports, documents, or information have been filed reports with the SEC, posted SEC or post such reports and information on any website or otherwise furnished to the Holdersits website.

SEC Reports. Notwithstanding that Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless subject to the next sentence) and provide the Trustee and Securityholders with such filing is not permitted under annual reports and other reports as are specified in Sections 13 and 15(d) of the Exchange Act or by 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, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 may satisfy such requirements prior to the Trustee and effectiveness of any registration statement filed pursuant to the HoldersRegistration Rights Agreement entered into on the Issue Date by filing with the SEC the registration statement, in each case, within 5 days after to the time extent that any such registration statement contains substantially the Company same information as would otherwise be required to file such information with be filed by the SEC Company if it were subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act), so long as and by providing the Notes are OutstandingTrustee and Securityholders with such registration statement (and any amendments thereto) promptly following the filing thereof. In addition, in the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant to such Section 13(aevent that: (a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)permit a parent entity to report at such parent entity's level on a consolidated basis, the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at parent entity is a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless Guarantor of the number of such elections by the Company). The Company will be deemed Securities and is not engaged in any business in any material respect other than incidental to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% its ownership of the Capital Stock of the Company or if Company, such consolidated reporting by such parent shall hold material assets entity in a manner consistent with that described in this Section 4.02 for the Company 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 by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or have material 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 other than through of the Company and its Restricted Subsidiaries as separate from the financial condition and results of operations of the last day Unrestricted Subsidiaries of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company shall furnish to the extent not satisfied by Holder of the foregoing, the Company will furnish Securities and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as any Securities are not freely transferable under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee The Company also shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed comply with the SEC, posted on any website or otherwise furnished to the Holdersother provisions of TIA (Section) 314(a).

SEC Reports. Notwithstanding that (i) The Issuers will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, in the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Company, so long as the Notes are Outstanding, the annual reports, documents, information and other reports that whether or not the Company is required to file with the SEC pursuant to such Section 13(a) 13 or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act Act, and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may beof Capital, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, only to the extent not satisfied by the foregoingsubject to such filing requirements; provided, the Company will furnish to Holders thereof and prospective investors in such Noteshowever, 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 Section 405, it is understood that the Company shall not be required to make any such filings prior to the date on which the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1998 would have been required to be filed, if, at the time such filings would have been required to be made with the SEC, either (ai) the Company shall have provided to each Holder of the Notes the information that would have been required to be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing required to be made under Section 13 or 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes upon request. The Issuers (at their own expense) will file with the 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 by rules and regulations prescribe) which the Issuers file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Issuers shall also comply with the provisions of TIA Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act314(a). Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s 's receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s Issuers' compliance with any of its their covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates). It is understood that . (ii) At the Trustee 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 Company shall have no responsibility cause such reports and other information to determine if such reports, documents, or information have been filed 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. (iii) The Issuers shall, posted 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 website predecessor Note) was acquired from the Issuers or otherwise furnished to (ii) the Holdersdate 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. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will shall (except as provided in the third paragraph of this Section 3.2) file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall and make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holdersregistered Holders of the Securities, the 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) that are specified in each case, Sections 13 and 15(d) of the Exchange Act within 5 days after the time periods specified therein. In the event that the Company would otherwise be required is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if it the Company were subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act), so long as Act within the Notes are Outstanding, time periods specified therein. If the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result Unrestricted Subsidiaries of the Company’s accountants not being “independent” , either individually or in the aggregate, would constitute a Significant Subsidiary (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderif such Subsidiaries were Restricted Subsidiaries), then the Company may, quarterly and annual reports referred to in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions paragraph shall include a Management’s Discussion and Analysis of this Section 405 (such initial dateResults of Operations and Financial Condition that describes, for the relevant period, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate financial performance of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries Restricted Subsidiaries. Notwithstanding any other provision in this Section 3.2 or the Securities, from the Effective Time until the Waiver Expiration Date, and so long as (i) the Consenting Noteholders receive the Consent Fee, (ii) the registered Holders as of the last day close of business on each of October 1, 2005 and January 1, 2006 receive the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under Additional Interest Payments on the Securities Act, that explains in reasonable detail when the same becomes due and payable (as determined specified in good faith by the Company, which determination shall be conclusivedefinition thereof) and (iii) the quantitative differences between Company has received the financial information relating to such parent and its SubsidiariesAdditional Equity Investment, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company shall not be required to file with the SEC or make available the annual report and the other, information, documents and reports that the Company otherwise would have been required to file with the SEC or make available to the Trustee and the Holders of the Securities pursuant to this Section 3.2. In addition to the foregoing, the Company will file with the SEC a Current Report on Form 8-K (a) comply not later than the 15th day after the end of each month beginning with Section 302the month of May 2005, Section 404 selected financial and Section 906 operational information consisting of the Sarbanes Oxley Act following: gross revenue, interest expense, scan volumes, existing center gross revenue and number of 2002centers in operation, as amendedtotal outstanding indebtedness, or related items 307 cash bank balance and 308 of Regulation S-K book balance (including outstanding checks) and amounts available for borrowing under the Securities Act or Senior Credit Agreement; (b) comply not later than the 45th day after the end of each month beginning with Articles 3the month of May 2005, selected financial and operating information consisting of net revenue and capital expenditures; and (c) not later than the 45th day after the end of each month beginning with the month of September 2005, selected financial information consisting of operating cash flow; provided that notwithstanding the foregoing, the first Current Report on Form 8-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee K filing shall be for informational purposes onlymade on or before July 29, 2005 and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including provided further that the Company’s compliance with any of its covenants under obligation to make the filings specified in this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed paragraph with the SEC, posted on any website or otherwise furnished to SEC shall cease upon the Holdersearlier of the Restatement Date and the Waiver Expiration Date.

SEC Reports. So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingoutstanding, the annual reports, documentsinformation, information documents and other reports 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. Notwithstanding , 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, 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 permitted by the SEC if the Company were then subject to 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 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 (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 would otherwise be required to consolidate under GAAP; (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 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 consolidate under GAAP; 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, if for so long as the Notes remain subject to this paragraph (b), 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 and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) 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 may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) 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 otherwise made available under this Section 405 (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 otherwise transmitting or making available such audited or reviewed 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 (ai) the Company shall in any event be required to make such filing or and so transmit or make available 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 Section 405 paragraph (such initial date, the “Reporting Date”) and (bii) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information 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 files reportsParent, documents and information in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the types otherwise so Exchange Act and has filed reports required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly under Section 13(a) or indirectly, 100% 15(d) of the Capital Stock Exchange Act with the SEC via the ▇▇▇▇▇ (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 Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant type otherwise required with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating respect to the Company under such paragraph (b). Subject to Article VII, delivery of reports, information and its Subsidiaries on a standalone basis, on the other hand. In addition, documents to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K Trustee under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of them the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It Subject to Article VII, the Trustee is understood not obligated to confirm that the Trustee shall have no responsibility Company has complied with its obligations contained in this Section 405 to determine if file such reports, documents, or information have been filed reports with the SEC, posted SEC or post such reports and information on any website or otherwise furnished to the Holdersits website.

SEC Reports. Notwithstanding that (a) The Company has furnished the Company may not be required Purchasers with true and complete copies (including all amendments thereof) of its (i) Annual Reports on Form 20-F for the fiscal years ended December 31, 1997 and 1998 as filed with the SEC, (ii) all other documents filed with the SEC (pursuant to be or remain subject to the reporting requirements of Section 13(a13, 14(a) or and 15(d) of the Exchange Act) and the Canadian securities regulatory authorities since January 1, the Company will file 1996 and (iii) all registration statements filed with the SEC since January 1, 1996, which are all the documents (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(athan preliminary material) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is filed or was required to file with the SEC pursuant or the Canadian securities regulatory authorities from that date through the date hereof (clauses (i) through (iii) being referred to such Section 13(a) or 15(d) or would be so required herein collectively as the "SEC REPORTS"). Except to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing extent they may have been subsequently amended or otherwise made available under this Section 405 are not reasonably available on a timely basis modified prior to the date hereof by subsequent reporting or filings, as a result of their respective dates, the SEC Reports (as the same may have been amended or otherwise modified) complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act or the Exchange Act and the rules and regulations of the SEC thereunder)thereunder applicable to such reports and registration statements. Except to the extent they may have been subsequently amended or otherwise modified prior to the date hereof by subsequent reporting or filings, as of their respective dates, the SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) From the date hereof through the Closing Date, the Company may, in lieu will promptly furnish to the Purchasers upon their being filed copies of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) any documents filed by the Company shall with the SEC or the Canadian securities regulatory authorities (the "INTERIM SEC REPORTS"). As of their respective dates, the Interim SEC Reports will comply in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than all material respects with the first anniversary requirements of the date on which Securities Act or the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made availableExchange Act, 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 rules and regulations of the number SEC thereunder applicable to such reports and registration statements. As of such elections by their respective dates, the Company). The Company Interim SEC Reports will be deemed not contain any untrue statement of a material fact or omit to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so state a material fact required to be filedstated therein or necessary to make the statements therein, in each light of the circumstances under which they were made, not misleading. (c) The audited consolidated financial statements as at and for the period ended December 31, 1998 of the Company included in the SEC Reports (the "1998 FINANCIAL STATEMENTS") comply as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The 1998 Financial Statements (i) have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended and (iii) are in all material respects in agreement with the books and records of the Company and its subsidiaries. (d) Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the unaudited interim financial statements of the Company as at and for all periods commencing on or after January 1, 1999 included in the SEC Reports or the Interim SEC Reports comply, or in the case within of the Interim SEC Reports will comply, as to form in all material respects with accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. Except as otherwise disclosed in a Form 6-K filed by the Company on July 7, 1999, the condensed financial statements included in the SEC Reports or in the Interim SEC Reports: (i) have been, or in the case of the Interim SEC Reports will be, prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto), (ii) present or will present fairly, in all material respects, the financial position of the Company and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended subject to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (iii) are, and will be, in all material respects in agreement with the books and records of the Company and its subsidiaries. (e) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of the Company and its subsidiaries are recorded in conformity with applicable time periods; provided that if accounting principles. No part of the Company's or any of its subsidiaries' accounting system or records, or access thereto, is under the control of a Person who is not an employee of the Company or such parent shall not ownsubsidiary. (f) The Company, along with its subsidiaries, had less than $25,000,000 of aggregate sales in the United States in the most recently completed fiscal year, and as of March 31, 1999 owned, either directly or indirectly, 100% assets in the United States with an aggregate book value of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other less than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders$15,000,000.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports 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; provided that the Company shall not in any event be required to file or cause to be filed with the SEC any of such information, documents and reports prior to the commencement of the exchange offer or effectiveness of the shelf registration statement as provided for in the Registration Rights Agreement. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 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 otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information 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 Parent files and provides reports, documents and information of the types otherwise so required to be filedrequired, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Actapplicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to Article VII, that explains in reasonable detail (as determined in good faith by the Companydelivery of reports, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating documents to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K Trustee under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of them the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It Subject to Article VII, the Trustee is understood not obligated to confirm that the Trustee shall have no responsibility Company has complied with its obligations contained in this Section 405 to determine if file such reports, documents, or information have been filed reports with the SEC, posted SEC or post such reports and information on any website or otherwise furnished to the Holdersits website.

SEC Reports. Notwithstanding that (a) Since September 28, 2015, the Company has filed or furnished (as applicable) SEC Reports at or prior to the time so required. (b) Each SEC Report complied, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and in all material respects with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not be required contain any untrue statement of a material fact or omit to be state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since September 28, 2015, through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or remain any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) other than in the case of written comments with respect to SEC Reports or registration statements that have been resolved, any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless Reports, and at the time of filing or submission of each such filing is not permitted under certification, such certification was true and accurate and complied with the Exchange Act or by the SEC, in which case ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with nor any of its covenants under this Indenture as to which executive officers has received any written notice from any Governmental Entity challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, from and after the Issue Date, the Company shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as Notes are outstanding, the annual reports, quarterly reports and other documents which the Company would have been required to file with the SEC pursuant to the reporting requirements of such Section 13(a) or 15(d) if the Company were so subject, such documents to be filed with the SEC on or prior to the respective dates by which the Company would have been required so to file such documents if the Company were so subject; provided that if the Company is a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act) the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, ) the following reports by the dates indicated in which case satisfaction of the Company shall make available the annual reports, documents, information foregoing obligation to file reports and other reports described in this Section 405 to documents: (i) within 120 days from the Trustee and end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any contained therein for such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result fiscal year, and (ii) within 60 days after the end of each of the Company’s accountants not being “independent” first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu end of making such filing or otherwise making available such audited or reviewed quarters (with comparable financial statements or informationfor such quarter of the immediately preceding fiscal year). The Company will also, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of within 15 days after the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 files such reports, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee copies of any such information, documents and reports (without exhibits) (or, in lieu of one or more of the quarterly reports for fiscal 2003, a registration statement filed with the SEC under the Securities Act or any amendment thereto, provided such registration statement or amendment contains the information that would have been transmitted or made available, as the case may be, and (y) the first anniversary of included in each 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 Companyreport). The Company will be deemed to have satisfied the such requirements of this Section 405 if any parent a Parent files and provides reports, documents and information of the types otherwise so required to be filedfiled by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Act, that explains in reasonable detail applicable rules and regulations of the SEC (as determined in good faith after giving effect to any exemptive relief) because of the filings by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Parent. The Company and its Subsidiaries on a standalone basis, on the other hand. In addition(and, to the extent not satisfied by required under the foregoingTIA, any other obligor upon 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 Section 405, it is understood that the Company also shall not be required to (a) comply with the other provisions of TIA Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate314(a). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Since December 31, 2010, the Company may not be has filed with or furnished to the SEC all forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents (all such documents filed subsequent to December 31, 2010, collectively, including all exhibits thereto and information incorporated by reference therein, the “Company SEC Reports”) required to be filed by the Company with or remain subject furnished by the Company to the reporting SEC in a timely manner. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, on the date of such amending or superseding filing), (i) the Company SEC Reports complied, and each Company SEC Report filed subsequent to the date hereof will comply, in all material respects with the requirements of Section 13(a) or 15(d) of NASDAQ, the Exchange Securities Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports and (yii) the first anniversary Company SEC Reports did not, and each Company SEC Report filed subsequent to the date hereof will not, contain any untrue statement of such Reporting Date (provided that not more than 0.50% per annum a material fact or omit to state any material fact required to be stated therein or necessary in liquidated damages shall be payable for any period regardless order to make the statements therein, in the light of the number circumstances under which they were made, not misleading. The Company Subsidiary is not required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such elections disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) The Company and the Company Subsidiary have established and maintain a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) regarding the reliability of the Company’s and its consolidated Subsidiaries’ financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. The Company has disclosed, based on the most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (1) any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company has provided to Parent prior to the date of this Agreement (i) a summary of any such disclosure made by the Company to the Company’s auditors and the audit committee of the Company Board since December 31, 2010 and (ii) any communication since December 31, 2012 made by the Company). The Company will be deemed ’s auditors to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock audit committee of the Company Board required or if such parent shall hold contemplated by listing standards of NASDAQ, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. (d) The Company, since December 31, 2010, has complied in all material assets respects with, and is in compliance in all material respects with, all current listing and corporate governance requirements of NASDAQ, and is in compliance in all material respects with all rules, regulations and requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the SEC. There are no outstanding loans or have material operations other than through extension of credit made by the Company or the Company Subsidiary to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. (e) Neither the Company nor the Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and its Subsidiaries the Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 303(a) of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X K under the Securities Act)), that explains where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or the Company Subsidiary in reasonable detail (as determined in good faith by the Company’s published financial statements or other Company SEC Reports. (f) The Company has made available to Parent accurate and complete copies of all material correspondence since December 31, which determination shall be conclusive) 2010 through the quantitative differences date hereof between the financial information relating to such parent and its SubsidiariesSEC, on the one hand, and the information relating to Company and the Company and its Subsidiaries on a standalone basisSubsidiary, on the other hand. In addition, including comment letters from the staff of the SEC relating to the extent not satisfied Company SEC Reports containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Report is the subject of ongoing review, comment or investigation by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports that the Company is Issuers are 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 they were so subject. Neither Parent nor the Issuers will be required under the terms of this Indenture or the Notes to file or cause to be filed with the SEC or otherwise provide separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Col- lateral. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all applicable Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are is not reasonably available on a timely basis as a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information 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 CompanyCompany or RSC, as applicable). The Company or RSC, as applicable, will be deemed to have satisfied the requirements of this Section 405 if any parent Parent files and provides reports, documents and information of the types otherwise so required to be filedrequired, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries RSC, as of the last day of the relevant reporting periodapplicable, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent applicable rules and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 regulations of the Sarbanes Oxley Act SEC (after giving effect to any exemptive relief) because of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of filings by such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersParent.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless to the extent the SEC will accept such filing is not permitted under filings) and provide the Exchange Act or by the SECTrustee and Noteholders with such annual reports and such information, in which case the Company shall make available the annual reports, documents, information documents and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act 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 so long as Parent is a Guarantor of the Notes are Outstandingand complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the annual reports, documents, information and other reports that 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. Additionally, the Company is required to file with agrees that it shall not take any action for the purpose of causing the SEC pursuant not to accept any such Section 13(a) or 15(d) or filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports, information and documents referred to in this paragraph on its website within the time periods that would be so required to file apply if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in file those reports with the SEC. At any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result time that any of the Company’s accountants not being “independent” (as defined pursuant to Subsidiaries are Unrestricted Subsidiaries, then the Exchange Act quarterly and annual financial information required by the rules and regulations preceding paragraphs shall include a reasonably detailed presentation, either on the face of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or informationin the footnotes thereto, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall and in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary “Management discussion and analysis,” of the date on which the same was otherwise required pursuant to the preceding provisions financial condition and results of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate operations of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Restricted Subsidiaries as separate from the financial condition and results of operations of the last day Unrestricted Subsidiaries of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company shall furnish to the extent not satisfied by Holders of the foregoing, the Company will furnish Notes and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Notes are not freely transferable under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding (a) Parent has filed or furnished all forms, reports and documents with the SEC that the Company may not be have been required to be filed or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actfurnished by it under applicable Laws since January 1, the Company will file with the SEC 2007 (unless all such filing is not permitted under the Exchange Act or by the SECforms, in which case the Company shall make available the annual reports, reports and documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”). Each SEC Report (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing) complied as of its filing date, in all material respects to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and or the Securities Exchange Act of 1934, as amended (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available“Exchange Act”), as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue each as in effect on the Notes at a rate date such SEC Report was filed. True and correct copies of 0.50% per annum from all SEC Reports filed prior to the date that is 90 days after such Reporting Date hereof, whether or not required under applicable Legal Requirements, have been furnished to the earlier Company or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date (x) or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseding filing), each SEC Report did not, and in the case of such SEC Report filed by Parent with the SEC after the date of this Agreement and prior to the Effective Time, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which such filing has been they were made, or such not misleading. None of the Subsidiaries of Parent is required to file any forms, reports, schedules, statements or other documents and information have been transmitted or made available, as with the case may be, and SEC. (yb) 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 Each of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filedconsolidated financial statements (including, in each case within case, any related notes and schedules) contained in the SEC Reports, including any SEC Reports filed after the date of this Agreement and prior to the Effective Time, complied or will comply, as of their respective dates, in all material respects with all applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% accounting requirements and the published rules and regulations of the Capital Stock SEC with respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of the Company or if such parent shall hold material assets or have material operations other than through the Company Parent and its Subsidiaries as of the last day respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate. (c) The chief executive officer and chief financial officer of Parent have made all certifications required by Sections 302 and 906 of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S▇▇▇▇▇▇▇▇-X under the Securities ▇▇▇▇▇ Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company statements contained in any such certifications are complete and its Subsidiaries on a standalone basiscorrect, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors Parent is otherwise 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 material compliance with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 all applicable effective provisions of the Sarbanes Oxley ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt applicable listing and corporate governance rules of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersNasdaq.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be Issuers or remain any Guarantor are subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company will Issuers and any Guarantors will, to the extent accepted by the SEC and not prohibited under the Exchange Act, file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information quarterly reports and other reports described in this Section 405 to documents which the Trustee Issuers and the Holders, in each case, within 5 days after the time the Company any Guarantors would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is have been required to file with the SEC pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Issuers or any Guarantor were subject thereto, such documents to be filed with the SEC on or prior to the respective dates (the "Required Filing Dates") by which the Issuers or any Guarantor would be so have been required to file if them. The Issuers and any Guarantors will also, in any event, (i) within 15 days of each Required Filing Date (A) transmit by mail to all Holders, as their names and addresses appear in the Company were so subject. Notwithstanding security register, without cost to such Holders, and (B) file with the foregoingTrustee copies of the annual reports, if quarterly reports and other documents which the Issuers and any audited or reviewed financial statements or information Guarantors would have been required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of file with the Company’s accountants not being “independent” (as defined SEC pursuant to Section 13(a) or 15(d) of the Exchange Act or any successor provisions thereto if the Issuers or any Guarantor were subject thereto and (ii) if filing such documents by the rules and regulations of Issuers or any Guarantor with the SEC thereunder)is not accepted by the SEC or is prohibited under the Exchange Act, the Company maypromptly upon written request, in lieu supply copies of making such filing or otherwise making available such audited or reviewed financial statements or information, elect documents to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and prospective Holder. (b) if The Issuers will, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company makes Issuers (including financial statements) necessary in order to permit such an election and such filing has not been made, Holder to sell or such documents, information 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 transfer Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant compliance with Regulation S-X Rule 144A under the Securities Act; provided, however, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company Issuers shall not be required to furnish such information in connection with any request made on or after the date which is three years from the later of (ai) comply with Section 302, Section 404 and Section 906 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 Sarbanes Oxley Act Issuers within the meaning of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X Rule 144 under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Financial Statements. The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by the Company under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports, unless stated therein to the contrary, complied in all material respects with the requirements of the Securities Act and the Exchange Act, the Company will file with as applicable, and none of the SEC (unless such filing is not permitted under the Exchange Act Reports, when filed, contained any untrue statement of a material fact or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 omitted to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC thereunderCommission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), the Company may, except as may be otherwise specified in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available the notes thereto and except that unaudited or unreviewed financial statements or information substantially similar to such may not contain all footnotes required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may beby GAAP, and (y) fairly present in all material respects the first anniversary financial position of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its consolidated Subsidiaries as of and for the last day dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. (i) Material Changes: Undisclosed Events, Liabilities or Developments. Since the date of the relevant reporting periodlatest audited financial statements included within the SEC Reports, such reportsexcept as disclosed in the SEC Reports filed prior to the date hereof and in the Prospectus Supplement, documents (i) there has been no event, occurrence or development that has had or that would reasonably be expected to have a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and information shall accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains reflected in reasonable detail (as determined in good faith by the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, which determination shall be conclusive(iii) the quantitative differences between Company has not altered its method of accounting, (iv) the financial information relating Company has not declared or made any dividend or distribution of cash or other property to such parent its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and its Subsidiaries(v) the Company has not issued any equity securities to any officer, on director or Affiliate, except pursuant to existing Company incentive award plans. The Company does not have pending before the one handCommission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement at the time this representation is made or deemed made, and the information relating no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company and or its Subsidiaries on a standalone basisor their respective businesses, on the other hand. In additionprospects, to the extent not satisfied by the foregoingproperties, the Company will furnish to Holders thereof and prospective investors in such Notesoperations, upon their requestassets, the information financial condition or results of operations that would be required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that disclosed by the Company shall under applicable securities laws at the time this representation is made or deemed made or thereafter that has 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 been publicly disclosed at least one Trading Day prior to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersdate hereof.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the The Company shall make available the annual reports, documents, file all reports and other information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if documents which it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) 13 or 15(d) or would be so of the Exchange Act, and within 15 days after it is required to file if them with the SEC, whether or not the Company were so subject. Notwithstanding makes the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of with the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)SEC, the Company mayshall file copies of all such reports, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or informationand other documents with the Trustee; provided that (a) any such reports, information and documents filed with the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval system shall be deemed to be filed with the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and Trustee. (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (c) The Company also shall comply with Trust Indenture Act Section 314(a), whether or not the Securities are governed by the Trust Indenture Act. (d) At any time when the Company is not subject to Section 13 of 15(d) of the Exchange Act, the Company shall furnish to the Trustee (i) quarterly financial statements within 45 days after the end of each fiscal quarter that are substantially equivalent to those the Company would otherwise be required to file with the Commission in a Quarterly Report on Form 10-Q, (ii) annual financial statements within 90 days after the end of each fiscal year that are substantially equivalent to those the Company would be required to file with the Commission in an OfficerAnnual Report on Form 10-K, including a report thereon by the Company’s Certificatecertified independent accountants, and (iii) accompanying each of the financial statements required by (i) and (ii) above, information substantially equivalent to that required by Regulation S-K Item 303, “Management Discussion and Analysis of Financial Condition and Results of Operations;” provided, that in each case the delivery of materials to the Trustee by electronic means shall be deemed “furnished” to the Trustee for purposes of this Section 6.2(d). It is understood ; provided, further, that the Trustee Company shall be deemed to have no responsibility to determine satisfied its obligations under each of (i), (ii) and (iii) above if it files such reports, documents, or information have been filed with the SEC, posted on any website Commission (if the Commission will accept such filing) or otherwise furnished to the Holdersmakes such financial statements and other information available on or through its web site.

SEC Reports. Notwithstanding that the Company Issuers may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company or RSC will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports that the Company is Issuers are 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 they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, as was so required to file or would be so required to file if the Company or RSC, as applicable were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company or RSC website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s 's or RSC's, as applicable, accountants not being “"independent” " (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such filing or otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “"Reporting Date”") and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information 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 CompanyCompany or RSC, as applicable). The Company or RSC, as applicable will be deemed to have satisfied the requirements of this Section 405 if any parent Parent files and provides reports, documents and information of the types otherwise so required to be filedrequired, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries RSC, as of the last day of the relevant reporting periodapplicable, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Actapplicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, that explains in reasonable detail (as determined in good faith by the Companyapplicable, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on also will comply with the other hand. In addition, to the extent not satisfied by the foregoing, 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 Dateprovisions of TIA Section 314(a). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, one year preceding the date hereof (or such shorter period as the Company will file with the SEC (unless such filing is not permitted under the Exchange Act was required by law or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required regulation to file such information material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all material respects with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information Securities Act and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable and did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to made the statements therein, in light of the circumstances they were made, not misleading. Each of the financial statements (including, in each case, any related notes thereto) contained in the SEC thereunderReports (the “Company Financials”), including any SEC Reports filed after the date hereof until the Closing, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of the Company as of December 31, 2005 is hereinafter referred to as the “Company Balance Sheet.” Except as disclosed in the Company Financials, the Company maydoes not have any liabilities (absolute, in lieu accrued, contingent or otherwise) of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so nature required to be fileddisclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in each case within the applicable time periods; provided that if such parent shall not ownaggregate, directly material to the business, results of operations or indirectly, 100% financial condition of the Capital Stock Company, except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company or if such parent shall hold material assets or Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersMaterial Adverse Effect.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall and make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holdersregistered Holders of the Securities, in each casethe 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) that are specified under Sections 13 and 15(d) of the Exchange Act within 5 days after the time periods specified therein or in the relevant forms. In the event that the Company would otherwise be required is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if it the Company were subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act), so long as Act within the Notes are Outstanding, the annual reports, documents, information and other reports that time periods specified therein. If the Company is has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required to file with by the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if preceding paragraph shall include a reasonably detailed presentation, either on the Company were so subject. Notwithstanding face of the foregoing, if any audited or reviewed financial statements or information required in the footnotes to be included the financial statements and in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result “Management’s Discussion and Analysis of Results of Operations and Financial Condition”, of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act financial condition and the rules and regulations results of the SEC thereunder), the Company may, in lieu operations of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company and the Subsidiary Guarantors have agreed that they will make available to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Securities are not freely transferable under the Securities Act. Delivery 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 it has filed such reports, documentsreports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The filing requirements set forth above for the applicable period shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement provided for by 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 described that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supercede or in any manner suspend or delay the Company’s reporting obligations set forth in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders3.11.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act and applicable to a U.S. corporation subject to such Sections, such reports to be so long as filed and provided at the Notes are Outstandingtimes specified for the filings of such reports under such Sections and containing all the information, the annual audit reports and exhibits required for such reports. If, documentsat any time, information and other reports that the Company is required not subject to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if periodic reporting requirements of the Exchange Act for any reason, the Company were so subject. Notwithstanding shall provide the foregoingTrustee and Holders with such reports 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, if any audited however, that (i) no certifications or reviewed attestations concerning the financial statements or information required to disclosure controls and procedures or internal controls that would otherwise be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Section 405 2002 shall be required (such initial dateprovided further, however, that nothing contained in the “Reporting Date”) and (b) if terms herein shall otherwise require the Company makes to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as statute); (ii) the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate financial statements required of 0.50% per annum from the date that is 90 days after such Reporting Date acquired businesses shall be limited to the earlier financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages unconsolidated entities shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, required; (iv) no financial schedules specified in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination Act shall be conclusiverequired; (v) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and Company may limit the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors disclosed in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as reports in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 respect of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 Item 402 of Regulation S-K under the Securities Act or to the information identified in Item 402 that is included other than through incorporation by reference in the Offering Memorandum (bwhich 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) comply compliance with Articles 3the requirements of Item 10(e) of Regulation S-09, 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. Delivery 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 reports, documents, Item 601 and information described in this Section 405 material contracts to the Trustee extent such contracts would be required to be filed by paragraph (b)(10) of such Item 601) shall be for informational purposes onlyrequired; provided, however, that contracts required to be filed only by either or both of paragraph (b)(10)(ii)(A) and the Trustee’s receipt paragraph (b)(10)(iii) of them such Item 601 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersbe required.

SEC Reports. Notwithstanding that Since December 31, 2012, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under applicable Law, together with all certifications required pursuant to the reporting requirements ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of Section 13(a2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) or 15(d) prior to the date hereof, and, after the date of this Agreement and until the Exchange ActAcceptance Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (unless as applicable) by it under applicable Law (all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject on or prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes Acceptance Time that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information not required to be included so filed or furnished (the “SEC Reports”)). Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form, in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result all material respects with the applicable requirements of the Company’s accountants not being “independent” (as defined pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act or the Exchange Act and the applicable rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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)date such SEC Report was, or will be, filed. In connection True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) database of the SEC. As of its filing date, each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with this Section 405respect to the SEC Reports. To the Knowledge of the Company, it none of the SEC Reports is understood that the subject of ongoing SEC review and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company shall not be has failed to make the certifications required to (a) comply with of him or her under Section 302, Section 404 and Section 302 or 906 of the Sarbanes Oxley ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 respect to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersSEC Report.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports 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. Notwithstanding the foregoingIf, if at any time, any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; , provided that (a) the Company shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information 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 furnished the reports referred to above to the Trustee and the Holders if any direct or indirect Parent is subject to the reporting requirements of this Section 405 if any parent files reports, documents and information 13(a) or 15(d) of the types otherwise so Exchange Act and has filed reports required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly under Section 13(a) or indirectly, 100% 15(d) of the Capital Stock of Exchange Act with the Company SEC via the ▇▇▇▇▇ (or if successor) filing system and such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other handreports are publicly available. In addition, to the extent not satisfied by Notwithstanding the foregoing, 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 Section 405, it is understood that the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (aor to make any filing with the SEC that would be required to include) comply with Section 302, Section 404 and Section 906 separate financial statements of any Subsidiary solely as a result of the Sarbanes Oxley Act inclusion of 2002any class of securities of any such Subsidiary in the Collateral. Subject to Article VII, as amended, or related items 307 and 308 delivery of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, information and information described in documents to the Trustee under this Section 405 to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of them the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It Subject to Article VII, the Trustee is understood not obligated to confirm that the Trustee shall have no responsibility Company has complied with its obligations contained in this Section 405 to determine if file such reports, documents, or information have been filed reports with the SEC, posted SEC or post such reports and information on any website or otherwise furnished to the Holdersits website.

SEC Reports. Notwithstanding that The Company has delivered or made available to Purchasers each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Company may not be Exchange Act) prepared by it since January 1, 1995, which reports constitute all of the documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, filed by the Company will file with the SEC since January 1, 1995, each in the form (including exhibits and any amendments thereto) filed with the SEC (unless such filing is not permitted under collectively, the Exchange "Company Reports"). As of their respective dates, the Company Reports and any Company Reports filed after the date hereof and prior to the Closing Date (a) complied as to form in all material respects with the applicable requirements of the Securities Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and the rules and regulations thereunder; and (yb) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the first anniversary of such Reporting Date (provided that not more than 0.50% per annum statements made therein, in liquidated damages shall be payable for any period regardless light of the number circumstances under which they were made, not misleading. The Company has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of such elections the Exchange Act. Each of the balance sheets of the Company included in or incorporated by reference into the CompanyCompany Reports (including the related notes and schedules) fairly present in all material respects the consolidated financial position of the Company as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), and each of the statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The Company will be deemed to have satisfied the requirements financial statements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall including the notes thereto, included in or incorporated by reference into the Company Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be conclusive) indicated in the quantitative differences between notes thereto). Since the financial information relating date of the first Company Report, there has been no material change in the Company's accounting methods or principles except as described in the notes to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersfinancial statements.

SEC Reports. Notwithstanding that (a) The Company has timely filed with the Company may not be U.S. Securities and Exchange Commission (the "SEC") under the Exchange Act all documents required to be or remain subject to the reporting requirements of Section 13(a) filed under Sections 13, 14 or 15(d) of the Exchange ActAct since December 31, 1997. Prior to each Closing Date, the Company will file shall have previously delivered to the Purchaser (a) each Annual Report on Form 10-K of the Company filed with the SEC since December 31, 1998 (the Annual Report on Form 10-K most recently filed prior to a given Closing Date is referred to herein as the "COMPANY 10-K" relating to such Closing Date), (b) all proxy statements relating to the Company's meetings of stockholders held since December 31, 1998 and (c) all other documents filed by the Company with the SEC since December 31, 1998, in each case as filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingcollectively, the annual reports"COMPANY SEC REPORTS"). As of their respective dates, documents, information such documents complied in all material respects with applicable SEC requirements and other reports that the Company is required did not contain any untrue statement of a material fact or omit 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information state a material fact required to be included stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Neither the Company nor any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result Subsidiary of the Company’s accountants not being “independent” (as defined pursuant , if any, is a party to the Exchange Act or bound by, and the rules and regulations of the SEC thereunder)neither they nor their properties are subject to, the Company may, in lieu of making such filing any contract or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been madeother agreement, or such documentsany amendment thereto, information 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be fileddisclosed in a Form 10-K, in each case within the applicable time periods; provided that if such parent shall not own, directly Form 10-Q or indirectly, 100% of the Capital Stock Form 8-K of the Company or if such parent shall hold material assets or have material operations other than through which is not disclosed in the Company SEC Reports. Except as disclosed in the Company SEC Reports or as disclosed on Schedule 3.5(b) attached hereto, all of such contracts and its Subsidiaries as other agreements are valid, subsisting, in full force and effect, binding upon the Company or the applicable subsidiary of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) if any, and, to the quantitative differences between best knowledge of the financial information relating to such parent and its SubsidiariesCompany, on binding upon the one handother parties thereto in accordance with their terms, and the information relating to Company or the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 applicable subsidiary of the Sarbanes Oxley Act of 2002Company, as amendedif any, have paid in full or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.accrued all

SEC Reports. Notwithstanding that Except as set forth on Schedule 6.13, the Acquiror Company may not be has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or remain subject furnished by it prior to the reporting date of this Agreement with the SEC pursuant to the applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise (unless such filing is not permitted under collectively, the Exchange Act or by the SEC“Federal Securities Laws”) since its incorporation (collectively, in which case the Company shall make available the annual reports, documents, information and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports described in this Section 405 and other documents required to be filed or furnished by it subsequent to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements date of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Additional SEC Reports”). Each of the SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any rules and regulations promulgated thereunder) applicable to the SEC Reports or the Additional SEC Reports. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SEC Reports. None of the SEC Reports filed on or prior to the date of this Agreement is subject to any ongoing SEC investigation or review. The SEC Reports did not at the time they were filed with the SEC, or if amended, as of the date of such Section 13(aamendment with respect to those disclosures that were amended (except to the extent that information contained in any SEC Report has been superseded by a subsequently filed SEC Report) contain any untrue statement of a material fact or 15(d) or would be so required omit to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information state a material fact required to be included stated therein or necessary in any such filing or otherwise order to make the statements made available therein, in the light of the circumstances under this Section 405 are which they were made, not reasonably available misleading. Each director and executive officer of the Acquiror Company has filed with the SEC on a timely basis as a result all statements required by Section 16(a) of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC promulgated thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary . As of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datehereof, the Acquiror Company is not an “Reporting Dateinvestment company” or a Person directly or indirectly “controlled” by or acting on behalf of a Person subject to registration or regulation as an “investment company”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case case, within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% meaning of the Capital Stock of the Investment Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Since the Reference Date, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing filed by it under Applicable Law at or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant prior to the Exchange Act time so required (all such forms, reports, schedules, statements and documents, as the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of same may have been amended since the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datetheir filing, the “Reporting DateSEC Reports”) and ). (b) if Except to the Company makes such an election and such filing has not been madeextent updated, amended, restated or corrected by a subsequent SEC Report prior to the date hereof, each SEC Report complied, or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made availableExchange Act, 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 with all applicable provisions of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S▇▇▇▇▇▇▇-X under the Securities ▇▇▇▇▇ Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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) (each as in effect on the Issue Datedate such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC since the Reference Date or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). In connection As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with this Section 405respect to the SEC Reports. (d) None of the Company’s Subsidiaries is required to file any forms, it is understood that reports, schedules, statements or other documents with the SEC. (e) No executive officer of the Company shall not be has failed to make the certifications required to (a) comply with of him or her under Section 302, Section 404 and Section 302 or 906 of the Sarbanes Oxley S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of 2002filing or submission of each such certification, as amended, or related items 307 such certification was true and 308 of Regulation accurate and complied with the S▇▇▇▇▇▇▇-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities ▇▇▇▇▇ Act. Delivery of such reports, documents, and information described in this Section 405 to Neither the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with Company nor any of its covenants under this Indenture as to which executive officers has received written notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that the The Company may not be has filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or remain subject to furnished, as applicable by the reporting requirements of Section 13(a) or 15(d) of Company under the Securities Act and the Exchange Act, for the one (1) year preceding the date hereof (or such shorter period as the Company will file with the SEC (unless such filing is not permitted under the Exchange Act was required by law or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required regulation to file such information with material) (the SEC if it were subject foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long herein as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the “SEC pursuant to such Section 13(aReports”) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. The SEC Reports at the time they were filed complied, in all material respects with the Securities Act or the Exchange Act, as a result applicable. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder, that are required to be described in the SEC Reports that were not described, in all material respects, as required in the SEC Reports. There are no Contracts, or any material changes or amendments thereto, or any waivers of any material right thereunder, that are required to be filed as exhibits to the SEC Reports will not have been filed as required therein. There are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened in writing (or, to the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunderknowledge, threatened orally), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% regarding any accounting practice of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) The Company will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 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 file accept such filings; provided, however, that the Company shall not be required to make any such filings prior to the date on which the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1997 would have been required to be filed if, at the time such filings would have been required to be made with the SEC, either (i) the Company shall have provided to each Holder of the Notes the information that would have been required to be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC (unless such filing is but has not permitted under yet been declared effective and copies of the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information Offer Registration Statement and other reports described in this Section 405 any amendments thereto (to the Trustee and extent such Registration Statement and/or amendments contain additional information not disclosed in the Holders, in each case, within 5 days after Offering Memorandum that would have been the time the Company would otherwise be subject of a filing required to file such information with the SEC if it were subject to the reporting requirements of be made under Section 13(a) 13 or 15(d) of the Exchange Act)) have been provided to each Holder of the Notes, so long provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes are Outstanding, the annual reports, documents, information and other reports that the upon request. The Company is required to (at its own expense) shall file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if Trustee within 100 days after the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result end of each fiscal year of the Company’s accountants not being “independent” (as defined pursuant to , or within 50 days after the Exchange Act and the rules and regulations end of each of the SEC thereunder), the Company may, in lieu first three fiscal quarters of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary each fiscal year of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made availableCompany, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on copies of 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, annual reports or such reports, documents and information have been transmitted or made availableunaudited quarterly consolidated financial statements, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reportsinformation, documents and information other reports (or copies of such portions of any of the types otherwise so foregoing as the SEC may be rules and regulations prescribe) which the Company files with the SEC 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 Section 314(a). (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 filed, 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 case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% fiscal year of the Capital Stock 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. Such reports shall be delivered to the Registrar and the Registrar will mail them, at the Company's expense, to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (c) The Company shall, upon request, provide to any Holder of Notes or if any prospective transferee of any such parent shall hold material assets or have material operations other than through Holder any information concerning the Company and its Subsidiaries as of the last day of the relevant reporting period, (including financial statements) necessary in order to permit such reports, documents and information shall be accompanied by consolidating information, which need not be audited Holder to sell or compliant transfer Notes in compliance with Regulation S-X Rule 144A under the Securities Act; provided, that explains in reasonable detail (as determined in good faith by the Companyhowever, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company shall not be required to furnish such information in connection with any request made on or after the date which is three years (aor such other date as the Notes shall be freely transferable pursuant to Rule 144) comply with Section 302, Section 404 and Section 906 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 Sarbanes Oxley Act Company within the meaning of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X Rule 144 under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that Buyer is registered under the Company may not be required to be or remain subject to the reporting requirements provisions of Section 13(a12(g) or 15(d) of the Exchange Act, has filed all forms, reports, schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by Buyer with the Company will file Securities and Exchange Commission (“ SEC”) since December 31, 2003 and to the Company’s actual knowledge has filed all forms, reports, schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by Buyer with the SEC prior to December 31, 2003. All such required forms, reports, schedules, registration statements, proxy statements and other documents (unless such filing is not permitted under including those that Buyer may file subsequent to the Exchange date hereof) are referred to herein as the “SEC Reports.” As of their respective dates the SEC Reports (including any financial statements or schedules included or incorporated by reference therein), and to the Company’s actual knowledge with respect to SEC Reports (including any financial statements or schedules included or incorporated by reference therein) filed prior to December 31, 2003, (i) were prepared in all material respects in accordance with the requirements of the Securities Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingcase may be, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), thereunder applicable to such SEC Reports and (ii) did not at the Company may, in lieu of making such filing time they were filed (or otherwise making available such audited if amended or reviewed financial statements or information, elect to make superseded by a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar prior to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateAgreement, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue then on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for filing) contain any period regardless untrue statement of the number of such elections by the Company). The Company will be deemed a material fact or omit to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so state a material fact required to be filedstated therein or necessary in order to make the statements therein, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% light of the Capital circumstances under which they were made, not misleading. Buyer’s Common Stock is listed on the OTC Bulletin Board, and Buyer is not aware of any facts which would make Buyer’s Common Stock ineligible for quotation on the Company OTC Bulletin Board, nor has Buyer received any notice that Buyer Common Stock will be, or if such parent shall hold material assets is reasonably likely to be, delisted from the OTC Bulletin Board. Buyer has taken no action, and has not failed to take any action, and has no present intention to take or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating informationfail to take any action, which need not would cause Buyer Common Stock to be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, delisted for trading on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersOTC Bulletin Board.

SEC Reports. Notwithstanding that (i) Buyer has filed with the Company may not be SEC all forms, reports and documents required to be or remain subject to filed by Buyer since January 1, 2013 (collectively, the reporting “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (i) were prepared in all material respects in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Securities Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingcase may be, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), thereunder applicable to such Buyer SEC Reports and (ii) did not at the Company may, in lieu of making such filing time they were filed (or otherwise making available such audited if amended or reviewed financial statements or information, elect to make superseded by a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar prior to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateAgreement, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue then on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for filing) contain any period regardless untrue statement of the number of such elections by the Company). The Company will be deemed a material fact or omit to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so state a material fact required to be filedstated therein or necessary in order to make the statements therein, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% light of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting periodcircumstances under which they were made, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other handmisleading. In addition, Except to the extent not satisfied by set forth in the foregoingpreceding sentence, Buyer makes no representation or warranty whatsoever concerning any Buyer SEC Report as of any time other than the Company will furnish date or period with respect to Holders thereof and prospective investors in such Notes, upon their request, the information which it was filed. None of Buyer’s subsidiaries is required to be delivered pursuant to Rule 144A(d)(4) (as in effect on file any forms, reports or other documents with the Issue Date)SEC. In connection with this Section 405, it is understood that The chief executive officer and the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 chief financial officer of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documentsBuyer have signed, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been Buyer has filed with the SEC, posted on any website all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or otherwise furnished exceptions to the Holdersmatters certified therein and have not been modified or withdrawn, and neither Buyer nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 2.2(g), the term “file” shall be broadly construed to include any manner in which a document or information is filed with the SEC. (ii) At the time they were filed with the SEC, the consolidated financial statements of Buyer included in most recent quarterly report on Form 10-Q under the Securities Exchange Act complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as then in effect, had been prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presented in all material respects the consolidated financial position of Buyer and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the interim financial statements to normal year-end adjustments and the absence of notes).

SEC Reports. Notwithstanding (a) The Company has furnished Purchasers with true and complete copies (including all amendments thereof) of its (i) Annual Reports on Form 10-K for the fiscal years ended August 3, 1997 and August 2, 1998 as filed with the SEC, (ii) Quarterly Report on Form 10-Q for the quarter ended November 1, 1998, as filed with the SEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since February 7, 1997 and (iv) all other reports filed with, or registration statements declared effective by, the SEC since February 7, 1997, which are all the documents (other than preliminary material) that the Company may not be required to be filed or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is was required to file with the SEC pursuant from that date through the date hereof (clauses (i) through (iv) being referred to herein collectively as the "SEC Reports"). ----------- From the date hereof through the Closing Date, the Company will furnish to Purchasers copies of any reports and registration statements to be filed with the SEC (the "Interim SEC Reports") within a reasonable amount of time prior to filing thereof. As of their respective dates, the SEC Reports (or the Interim ------- SEC Reports, as the case may be) complied or will comply, as the case may be, in ----------- all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Section 13(areports and registration statements. As of their respective dates, the SEC Reports (or the Interim SEC Reports, as the case may be) did not and will not, as the case may be, contain any untrue statement of a material fact or 15(d) or would be so omit to state a material fact required to file if be stated therein or necessary to make the statements therein, in light of the circumstances under which they were, or will be, made, not misleading. (b) The audited consolidated financial statements and unaudited interim financial statements of the Company were so subject. Notwithstanding included in the foregoing, if any audited SEC Reports (or reviewed financial statements or information required to be included in any such filing the Interim SEC Reports, as the case may be) comply as to form in all material respects with applicable accounting requirements of the Securities Act or otherwise made available under this Section 405 are not reasonably available the Exchange Act, as applicable, and with the published rules and regulations of the SEC with respect thereto. The financial statements and the condensed financial statements, as applicable, included in the SEC Reports (or to be included in the Interim SEC Reports, as the case may be) (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") ---- applied on a timely consistent basis (except as a result may be indicated therein or in the notes thereto), (ii) present fairly, in all material respects, the financial position of the Company’s accountants not being “independent” (Company and its subsidiaries as defined pursuant of the dates thereof and the results of their operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations of the SEC promulgated thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (yiii) are in all material respects in agreement with 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 books and records of the number Company and its subsidiaries. (c) The Company and its subsidiaries keep proper accounting records in which all material assets and liabilities, and all material transactions, of such elections by the Company and its subsidiaries are recorded in conformity with applicable accounting principles. No part of the Company). The Company will be deemed to have satisfied 's or any of its subsidiaries' accounting system or records, or access thereto, is under the requirements control of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall a Person who is not own, directly or indirectly, 100% of the Capital Stock an employee of the Company or if such parent shall hold material assets or have material operations subsidiary (other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent 's independent auditors and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Dateoutside legal counsel). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Since January 1, 2019 through the date of this Agreement, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2019, and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date (or, if amended or superseded by a filing, on the date of such amended or superseded filing), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the SEC Reports or any registration statement filed by the Company with the SEC and (ii) no SEC Report nor any registration statement filed by the Company with the SEC is, to the Knowledge of the Company, the subject of ongoing SEC review. (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (f) Since January 1, 2019, no executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless Reports, and at the time of filing or submission of each such filing is not permitted under certification, such certification was true and accurate and complied with the Exchange Act or by the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Since January 1, in which case 2019, neither the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with nor any of its covenants under this Indenture as to which executive officers has received any written notice from any Governmental Entity challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. So long as any Notes are outstanding: (a) Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingoutstanding, the annual reports, documentsinformation, information documents and other reports 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. Notwithstanding , 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, 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 permitted by the SEC if the Company were then subject to 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 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 (x) 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 (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company would otherwise be required to consolidate under GAAP; (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 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 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 (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 consolidate under GAAP; 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, if for so long as the Notes remain subject to this paragraph (b), 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 and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) 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 may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. (d) 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 otherwise made available under this Section 405 (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 otherwise transmitting or making available such audited or reviewed 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 (ai) the Company shall in any event be required to make such filing or and so transmit or make available 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 Section 405 paragraph (such initial date, the “Reporting Date”) and (bii) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information 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 files reportsParent, documents and information in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the types otherwise so Exchange Act and has filed reports required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly under Section 13(a) or indirectly, 100% 15(d) of the Capital Stock Exchange Act with the SEC via the E▇▇▇▇ (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 Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant type otherwise required with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating respect to the Company and its Subsidiaries on a standalone basis, on under such paragraph (b). Following the other hand. In addition, to qualification of this Indenture under the extent not satisfied by the foregoingTIA, the Company also will furnish to Holders thereof and prospective investors in such Notes, upon their request, comply with the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Dateother provisions of TIA § 314(a). In connection with this Section 405Subject to Article VII, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 delivery of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, information and information described in documents to the Trustee under this Section 405 to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of them the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It Subject to Article VII, the Trustee is understood not obligated to confirm that the Trustee shall have no responsibility Company has complied with its obligations contained in this Section 405 to determine if file such reports, documents, or information have been filed reports with the SEC, posted SEC or post such reports and information on any website or otherwise furnished to the Holdersits website.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act and applicable to a U.S. corporation subject to such Sections, such reports to be so long as filed and provided at the Notes are Outstandingtimes specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and containing all the information, the annual audit reports and exhibits required for such reports. If, documentsat any time, information and other reports that the Company is required not subject to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if periodic reporting requirements of the Exchange Act for any reason, the Company were so subject. Notwithstanding shall provide the foregoingTrustee and Holders with such reports 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, if any audited however, that (i) no certifications or reviewed attestations concerning the financial statements or information required to disclosure controls and procedures or internal controls that would otherwise be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Section 405 2002 shall be required (such initial dateprovided further, however, that nothing contained in the “Reporting Date”) and (b) if terms herein shall otherwise require the Company makes to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as statute); (ii) the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate financial statements required of 0.50% per annum from the date that is 90 days after such Reporting Date acquired businesses shall be limited to the earlier financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages unconsolidated entities shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, required; (iv) no financial schedules specified in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act 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 explains 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 reasonable detail the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as determined in good faith by 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 4.02(a) may, at the option of the Company, which determination shall be conclusivethose of such parent company, rather than those of the Company, and, if the Company so elects in any such case, may be filed, provided or furnished 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) the quantitative differences between the financial information relating to such parent and its Subsidiariescompany, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. In addition. (b) For so long as any Notes remain outstanding and constitute “restricted securities” as defined in Rule 144 under the Securities Act, during any period in which the Company is not subject to Section 13 or 15(d) of the extent not satisfied by the foregoingExchange Act, the Company will and the Guarantors shall furnish to the Holders thereof and to prospective investors in such Notesinvestors, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X 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 ▇▇▇▇▇ 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) 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 report or other information is subsequently filed, provided or furnished, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured. (e) Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, and the Trustee’s receipt of them thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificatecertificates). It is understood that the The Trustee shall have no responsibility not be obligated to determine if such reportsmonitor or confirm, documentson a continuing basis or otherwise, the Company’s compliance with the covenants or information have been with respect to any reports or other documents filed with the SEC, posted on SEC or ▇▇▇▇▇ or any website under this Indenture, or otherwise furnished to the Holdersparticipate in any conference calls.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports 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. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 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 otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; , provided that (a) the Company shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent Parent files and provides reports, documents and information of the types otherwise so required to be filedrequired, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent applicable rules and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 regulations of the Sarbanes Oxley Act SEC (after giving effect to any exemptive relief) because of 2002, as amended, the filings by such Parent. The Trustee shall have no responsibility or related items 307 and 308 of Regulation S-K under the Securities Act liability whatsoever for determining whether or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Actnot such filings have occurred. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). It is understood that So long as any Notes are outstanding, the Trustee shall have no responsibility to determine if such reports, documents, Company or information have been filed Parent will (1) not later than ten Business Days after filing or furnishing a copy of the Company’s or Parent’s annual or quarterly report with the SECSEC or the Trustee, posted on hold a conference call to discuss the results of operations for the relevant reporting period, with the opportunity to ask questions of management (the Company may satisfy the requirements of this clause (1) by holding the required conference call within the time period required by this clause (1) as part of any website earnings call of the Company or otherwise furnished Parent) and (2) issue a press release to an internationally recognized wire service prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company or Parent.

SEC Reports. Notwithstanding that Buyer has filed with the Company may not be SEC all forms, reports and documents required to be or remain subject to filed by Buyer since January 1, 2013 (collectively, the reporting “Buyer SEC Reports”). As of their respective dates, the Buyer SEC Reports (i) were prepared in all material respects in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Securities Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingcase may be, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), thereunder applicable to such Buyer SEC Reports and (ii) did not at the Company may, in lieu of making such filing time they were filed (or otherwise making available such audited if amended or reviewed financial statements or information, elect to make superseded by a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar prior to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateAgreement, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue then on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for filing) contain any period regardless untrue statement of the number of such elections by the Company). The Company will be deemed a material fact or omit to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so state a material fact required to be filedstated therein or necessary in order to make the statements therein, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% light of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting periodcircumstances under which they were made, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other handmisleading. In addition, Except to the extent not satisfied by set forth in the foregoingpreceding sentence, Buyer makes no representation or warranty whatsoever concerning any Buyer SEC Report as of any time other than the Company will furnish date or period with respect to Holders thereof and prospective investors in such Notes, upon their request, the information which it was filed. None of Buyer’s subsidiaries is required to be delivered pursuant to Rule 144A(d)(4) (as in effect on file any forms, reports or other documents with the Issue Date)SEC. In connection with this Section 405, it is understood that The chief executive officer and the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 chief financial officer of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documentsBuyer have signed, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been Buyer has filed with the SEC, posted on any website all certifications required by Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and such certifications contain no qualifications or otherwise furnished exceptions to the Holdersmatters certified therein and have not been modified or withdrawn, and neither Buyer nor any of its officers has received notice from any Governmental Body questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 2.2(g), the term “file” shall be broadly construed to include any manner in which a document or information is filed with the SEC.

SEC Reports. Notwithstanding The Company’s Common Stock has been registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (a) Since July 11, 2003, the Company has timely filed all forms, reports and documents required to be filed with the SEC by applicable law including, without limitation, the periodic reporting requirements of Section13 of the Exchange Act. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Company may not be required to be or remain subject file subsequent to the reporting date hereof) are collectively referred to herein as the “Company SEC Filings.” As of their respective dates, the Company SEC Filings (i) were prepared in accordance with the requirements of Section 13(a) the Securities Act or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingcase may be, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)thereunder applicable to such Company SEC Filings in all material respects, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the Closing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the financial statements (including, in each case, any related notes thereto) contained in the Company maySEC Filings, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in lieu the case of making such filing or otherwise making available such audited or reviewed unaudited interim financial statements or informationstatements, elect to make a filing as may be permitted by the SEC on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) Form 10-Q under the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”Exchange Act) and (biii) if fairly presented the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock financial position of the Company or if such parent shall hold material assets or have material operations other than through at the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, respective dates thereof and the information relating to consolidated results of its operations and cash flows for the Company and its Subsidiaries on a standalone basisperiods indicated, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood except that the Company shall not be required unaudited interim financial statements were or are subject to (a) comply with Section 302, Section 404 normal and Section 906 of the Sarbanes Oxley Act of 2002, as amendedrecurring year-end adjustments which were not, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09are not expected to be, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described material in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersamount.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act and applicable to a U.S. corporation subject to such Sections, such reports to be so long as filed and provided at the Notes are Outstandingtimes specified for the filings of such reports under such Sections and containing all the information, the annual audit reports and exhibits required for such reports. If, documentsat any time, information and other reports that the Company is required not subject to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if periodic reporting requirements of the Exchange Act for any reason, the Company were so subject. Notwithstanding shall provide the foregoingTrustee and Holders with such reports 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, if any audited however, that (i) no certifications or reviewed attestations concerning the financial statements or information required to disclosure controls and procedures or internal controls that would otherwise be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Section 405 2002 shall be required (such initial dateprovided further, however, that nothing contained in the “Reporting Date”) and (b) if terms herein shall otherwise require the Company makes to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as statute); (ii) the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate financial statements required of 0.50% per annum from the date that is 90 days after such Reporting Date acquired businesses shall be limited to the earlier financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages unconsolidated entities shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, required; (iv) no financial schedules specified in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act 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 explains 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 reasonable detail the immediately-preceding clauses (i) through (viii) to statutory or regulatory provisions include any successor provisions. Notwithstanding anything to the contrary, so long as determined in good faith by 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 4.02(a) may, at the option of the Company, which determination shall be conclusivethose of such parent company, rather than those of the Company, and, if the Company so elects in any such case, may be filed, provided or furnished 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) the quantitative differences between the financial information relating to such parent and its Subsidiariescompany, on the one hand, and the information relating to the Company and its consolidated Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that Whether or not Terra Capital and the Company may not be required to be or remain Guarantors are then subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, Terra Capital and the Company will Guarantors shall electronically file with the SEC (unless such filing is not permitted under Commission, so long as the Exchange Act or by the SECNotes are outstanding, in which case the Company shall make available the annual reports, documents, information quarterly reports and other periodic reports described in this Section 405 to the Trustee that Terra Capital and the Holders, in each case, within 5 days after the time the Company Guarantors would otherwise be required to file such information with the SEC Commission pursuant to Section 13(a) or 15(d) if it Terra Capital and the Guarantors were subject so subject, and such documents shall be filed with the Commission on or prior to the reporting requirements respective dates (the “Required Filing Dates”) by which Issuer and the Guarantors would be required so to file such documents if Terra Capital and the Guarantors were so subject, unless, in any case, if such filings are not then permitted by the Commission. If such filings with Commission are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, Issuer and the Guarantors will, within 15 days of each Required Filing Date, transmit by mail to noteholders, as their names and addresses appear in the Note register, without cost to such noteholders, and file with the Trustee copies of the annual reports, quarterly reports and other periodic reports that Issuer and the Guarantors would be required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act), so long as Act if Issuer and the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant Guarantors were subject to such Section 13(a) or 15(d) ), and promptly upon written request, supply copies of such documents to any prospective holder or would be so required to file if the Company were so subjectbeneficial owner at Issuer’s cost. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis So long 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)Commission would allow (including pursuant to any applicable exemptive relief) the Issuer and the Guarantors to file periodic reports or information (if they were required by the Exchange Act to file such reports or information) on a consolidated or combined basis, the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) Issuer and the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company Guarantors will be deemed to have satisfied their requirements in the requirements of this Section 405 above paragraphs if any parent Parent files reports, documents the reports and other information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own. Parent or the Issuer, directly or indirectlyas applicable, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company also 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 Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 other provisions of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateTIA § 314(a). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that The Company has filed in a timely manner with the Company may not be SEC all reports required to be or remain subject filed pursuant to the Exchange Act and is current in its reporting requirements obligations. As of Section 13(a) or 15(d) of their respective dates, all reports required to filed pursuant to the Exchange Act, and all SEC filings by the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Securities Act (collectively, the “SEC Reports”) comply in all material respects with requirements of the Securities Act and Exchange Act and the rules and regulations promulgated thereunder and none of the SEC thereunder), Reports contained an untrue statement of a material fact required to be stated therein or necessary to make the Company maystatements therein, in lieu light of making such the circumstances under which they were made, not misleading. The Company has delivered to CPG and Cantix or made available through the SEC’s ▇▇▇▇▇ filing or otherwise making available such system true and complete copies of the Company’s audited or reviewed financial statements or informationfor the fiscal year ended December 31, 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 2008 (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Audited Financial Statements Date”) and unaudited financial statements for the quarter ended June 30, 2009 (b) if (the Company makes such an election and such filing has not been made“Quarterly Financial Statements Date”). Such audited financial statements, or such documents, information and reports have not been transmitted or made available, are referred to 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum “Financial Statements.” The Financial Statements complied in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied all material respects with the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Exchange Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to rules and regulations of the Company and its Subsidiaries Commission promulgated thereunder. Such Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a standalone basis, on consistent basis during the other hand. In additionperiods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not satisfied by include footnotes or may be condensed or summary statements), and fairly present in all material respects the foregoing, financial position of the Company will furnish to Holders as of the dates thereof and prospective investors the results of operations and cash flows for the periods then ended (subject, in such Notesthe case of unaudited statements, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Datenormal year-end audit adjustments). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through ▇▇▇▇▇ (unless such filing is not permitted under the Exchange Act or by the SECany successor system), in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 provide to the Trustee and the Holders, in each caseregistered Holders of the Notes, within 5 15 days after 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 would otherwise be were required to file such Forms (but without any requirement to provide separate financial statements of any Subsidiary of the Company), 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 current reports that would be required to be filed with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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 on Form 8-K if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any file such filing or otherwise made available under this Section 405 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)reports. Additionally, the Company may, in lieu of making shall cause such filing or otherwise making available documents to be filed with the SEC unless the SEC shall not accept such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) documents. The requirement for the Company shall in any event to provide information may be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been transmitted or made availablea Significant Subsidiary, as then the case may bequarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, and (y) either on 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 face of the number financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of such elections by the Company). The Company will be deemed to have satisfied the requirements Results of this Section 405 if any parent files reportsOperations and Financial Condition, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% financial condition and results of the Capital Stock operations of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company and the Subsidiary Guarantors shall make available to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Notes are not freely transferable under the Securities Act. Delivery The Company shall also hold a quarterly conference call for the Holders of the Notes to discuss financial information for the previous quarter. The conference call shall be following the last day of each fiscal quarter of the Company and not later than ten business days from the time that the Company distributes the financial information as set forth in clause (1) above. No fewer than three days prior to the conference call, the Company shall issue a press release announcing the time and date of such reportsconference call and providing instructions for holders of Notes, documentssecurities analysts and prospective investors to obtain access to such call. For the avoidance of doubt, and information described in the Company may satisfy the requirements of this Section 405 to paragraph by holding the Trustee shall be for informational purposes only, and conference call required above within the Trustee’s receipt of them shall not constitute constructive notice time period required as part of any information contained therein or determinable from information contained therein (including earnings call of the Company’s compliance Company in accordance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderspast practice.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of filed by it under the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this including without limitation pursuant to Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) 13 or 15(d) thereof, since the filing of the Exchange Act)Company’s Annual Report on Form 20-F for the fiscal year ended December 31, so long as 2023 (the Notes are Outstanding, “2023 Form 20-F”) through the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available date hereof on a timely basis as or has received a result valid extension of the Company’s accountants not being “independent” such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the 2023 Form 20-F, and all other reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from the filing date of the 2023 Form 20-F through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC thereunderwith respect thereto. Such financial statements have been prepared in accordance with International Financial Reporting Standards (”IFRS”), consistently applied, during the Company may, periods involved (except (i) as may be otherwise indicated in lieu of making such filing or otherwise making available such audited or reviewed financial statements or informationthe notes thereto, elect to make a filing on an alternative form or transmit or make available (ii) in the case of unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant interim statements, to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”extent they may not include footnotes or may be condensed or summary statements) and (b) if fairly present in all material respects the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate consolidated financial position of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries consolidated subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, dates thereof and the information relating to consolidated results of their operations and cash flows for the Company and its Subsidiaries on a standalone basisperiods then ended (subject, on in the other hand. In additioncase of unaudited statements, to the extent not satisfied by the foregoing, 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 Datenormal year-end audit adjustments). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding Unless otherwise provided for a particular Series of Securities in a Board Resolution, a supplemental indenture or an Officers’ Certificate, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file shall provide the Trustee and Holders within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations copies of its annual report and certain information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act; provided that, with respect to current reports that would be required to be filed with the SEC on Form 8-K, only such reports that would be required to be filed pursuant to Items 1.01 (unless such filing is not permitted Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.03 (Creation of a Direct Financial Obligation or an Obligation under the Exchange Act an Off-Balance Sheet Arrangement), 2.04 (Triggering Events that Accelerate or by the SECIncrease a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) or 5.01 (Changes in which case the Company Control of Registrant) shall make available the annual reports, documents, information and other reports described in this Section 405 be provided to the Trustee and the Holders; provided, in each casehowever, within 5 days after the time the Company would otherwise that no such report shall be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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 furnished if the Company were so subject. Notwithstanding determines in its good faith judgment that the foregoing, if any audited or reviewed financial statements or information required event to be included disclosed in any such filing or otherwise made available under this Section 405 are report is not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant material to the Exchange Act and Holders or the rules and regulations business, assets, operations, financial position or prospects of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Significant Subsidiaries taken as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Actwhole. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). It is understood that the Trustee The Company also shall have no responsibility to determine if such reports, documents, or information have been filed comply with the SEC, posted on any website or otherwise furnished to the Holdersother provisions of Trust Indenture Act Section 314(a).

SEC Reports. Notwithstanding that the Company may not be ----------- required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act applicable to a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act), from and after the date on which the Company first becomes subject to such reporting requirements, the Company will shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstandingoutstanding, the annual reportsfollowing reports by the dates indicated (or, documents, information and other reports that in the Company is required to file with case of the SEC pursuant to first such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoingreport, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)later, the Company may, date that is 45 days after the effectiveness of a registration statement in lieu respect of making such filing Initial Notes or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made availableExchange Notes exchanged therefor, as the case may be): (i) within 120 days from the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year, and (ii) within 60 days after the end of each of the first three quarters in each fiscal year, quarterly reports on Form 6-K containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders' equity and cash flows) and Management's Discussion and Analysis of Financial Condition and Results of Operations for and as of the end of such quarters (with comparable financial statements for such quarter of the immediately preceding fiscal year). The Company will also, within 90 15 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 the Company files such reports, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee copies of any such information, documents and reports (without exhibits) (or, in lieu of one or more of the quarterly reports for fiscal 1998, a registration statement filed with the SEC under the Securities Act or any amendment thereto, provided such registration statement or amendment contains the information that would have been transmitted or made available, as the case may be, and (y) the first anniversary of included in each 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 Companyreport). The Company will be deemed to have satisfied the such requirements of this Section 405 if any parent a Parent files and provides reports, documents and information of the types otherwise so required to be filedfiled by the Company, or of the types required to be filed by a U.S. issuer with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Act, that explains in reasonable detail applicable rules and regulations of the SEC (as determined in good faith after giving effect to any exemptive relief) because of the filings by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Parent. The Company and its Subsidiaries on a standalone basis, on the other hand. In addition(and, to the extent not satisfied by required under the foregoingTIA, any other obligor upon 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 Section 405, it is understood that the Company also shall not be required to (a) comply with Section 302, Section 404 and Section 906 the other provisions of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation TIA (S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate314(a). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Since December 31, 2012, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject at or prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes Effective Time that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information not required to be included in any such filing so filed or otherwise made available under this Section 405 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial datefurnished, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made availableExchange Act, 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 with all applicable provisions of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S▇▇▇▇▇▇▇▇-X under the Securities ▇▇▇▇▇ Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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) (each as in effect on the Issue Datedate such SEC Report was, or will be, filed. (c) Neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). In connection As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with this Section 405respect to the SEC Reports. (d) None of the Company’s Subsidiaries is required to file any forms, it is understood that reports, schedules, statements or other documents with the SEC. (e) No executive officer of the Company shall not be has failed to make the certifications required to (a) comply with of him or her under Section 302, Section 404 and Section 302 or 906 of the Sarbanes Oxley ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of 2002filing or submission of each such certification, as amended, or related items 307 such certification was true and 308 of Regulation Saccurate and complied with the ▇▇▇▇▇▇▇▇-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities ▇▇▇▇▇ Act. Delivery of such reports, documents, and information described in this Section 405 to Neither the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with Company nor any of its covenants under this Indenture as to which executive officers has received notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that (a) Since January 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2010 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2010 through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SECReports. Since January 1, in which case 2010, neither the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with nor any of its covenants under this Indenture as to which executive officers has received any written notice from any Governmental Entity challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including without limitation pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, since July 24, 2023 through the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available date hereof on a timely basis as or has received a result valid extension of the Company’s accountants not being “independent” such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), the reports of the Company filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act from July 24, 2023 through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC thereunder)with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the Company may, periods involved (except (i) as may be otherwise indicated in lieu of making such filing or otherwise making available such audited or reviewed financial statements or informationthe notes thereto, elect to make a filing on an alternative form or transmit or make available (ii) in the case of unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant interim statements, to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”extent they may not include footnotes or may be condensed or summary statements) and (b) if fairly present in all material respects the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate consolidated financial position of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries consolidated subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, dates thereof and the information relating to consolidated results of their operations and cash flows for the Company and its Subsidiaries on a standalone basisperiods then ended (subject, on in the other hand. In additioncase of unaudited statements, to the extent not satisfied by the foregoing, 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 Datenormal year-end audit adjustments). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by the Company under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, since January 1, 2012 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports (i) were complete and accurate in all material respects and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) the Company will file has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with the SEC past practice and (unless such filing is B) liabilities not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included reflected in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined financial statements pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, GAAP or disclosed in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or filings 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any website dividend or otherwise furnished distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and except for this Agreement and for dividends made in respect of the HoldersCompany's Series A Convertible Preferred Stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.

SEC Reports. Notwithstanding (a) The Company has timely filed or furnished (as applicable) all SEC Reports that the Company may not be have been required to be so filed or remain subject to furnished (as applicable) by it under the reporting requirements of Section 13(a) Securities Act or 15(d) of the Exchange Act, as the Company will file case may be. (b) Each SEC Report filed prior to the date hereof complied, and each SEC Report filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)date hereof, so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date (or, liquidated damages will accrue on if amended, as of the Notes at a rate amendment date) as to form in all material respects with the applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 such SEC Report was, or will be, filed. (c) Except as disclosed in the SEC Reports, since the Reference Date, the Company has not received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any written notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) are being reviewed or investigated, and, to the knowledge of the Company, there is not any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). In connection As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with this respect to the SEC Reports. (d) No Subsidiary is required to file any periodic reports, or other documents under Section 405, it is understood that 13 or Section 15(d) of the Exchange Act. (e) Each of the principal executive officer and the principal financial officer of the Company shall not be (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required to (a) comply with Section 302, Section 404 by Rule 13a-14 or 15d-14 under the Exchange Act and Section Sections 302 and 906 of the Sarbanes Oxley S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 respect to the Trustee shall be for informational purposes onlySEC Reports, and the Trustee’s receipt statements contained in such certifications are true and accurate and were true and accurate when made. For purposes of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee Agreement, “principal executive officer” and “principal financial officer” shall have no responsibility the meanings given to determine if such reports, documents, or information have been filed with terms in the SEC, posted on any website or otherwise furnished to the HoldersS▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 provide to the Trustee and the Holders, in each caseregistered Holders of the Notes, within 5 15 days after of the applicable 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 would otherwise be were required to file such Forms (but without any requirement to provide separate financial statements of any Subsidiary of the Company), 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 current reports that would be required to be filed with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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 on Form 8-K if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to file such reports; provided that unless otherwise required to be included provided to Holders, current reports will only be required with respect to the following Form 8-K Items (or its successor item): Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant), Item 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), Item 2.05 (Costs Associated with Exit or Disposal Activities), Item 4.01 (Changes in any such filing Registrant’s Certifying Accountant), Item 4.02 (Non-Reliance on Previously Issued Financial Statements or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result Related Audit Report or Completed Interim Review), Item 5.01 (Changes in Control of the Company’s accountants not being “independent” Registrant), Items 5.02 (as defined a), (b) and (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits, but only with respect to financial statements and pro forma financial information relating to transactions required to be reported pursuant to Item 2.01); provided, however, that to the Exchange Act and the rules and regulations of extent such reports are filed with the SEC thereunder)and publicly available, such reports shall have been deemed to have been provided to the Holders and no additional copies need to be provided to the Holders, however, copies will still be delivered to the Trustee. Additionally, the Company may, in lieu of making shall cause such filing or otherwise making available documents to be filed with the SEC unless the SEC shall not accept such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) documents. The requirement for the Company shall in any event to provide information may be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been transmitted or made availablea Significant Subsidiary, as then the case may bequarterly and annual financial information required by the preceding paragraph shall include a summary presentation, and (y) in 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 footnotes to the financial statements, of the number financial condition and results of such elections by the Company). The Company will be deemed to have satisfied the requirements operations of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company and the Subsidiary Guarantors shall make available to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 to the extent such Notes constitute “restricted securities” within the meaning of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to In no event shall the Trustee shall be responsible for informational purposes onlydetermining whether the Company has satisfied its delivery obligations set forth in the foregoing Section 3.2 (including, but not limited to, clauses (1) and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate2) thereof). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that Parent’s Registration Statement on Form S-1 in connection with Parent’s initial public offering (the Company may not be “Parent Registration Statement”) was declared effective by the SEC on May 10, 2011. Thereafter, Parent has timely filed all forms, reports, schedules, statements and other documents required to be or remain subject to filed by Parent with the reporting SEC (together with the Parent Registration Statement, the “Parent SEC Documents”). Each of the Parent SEC Documents: (a) was prepared in accordance and complied in all material respects with the requirements of Section 13(a) or 15(d) of the Securities Act, the Exchange Act, the Company will file with the SEC Sarbanes Oxley Act of 2002 (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 “SOX”) (to the Trustee extent applicable to Parent), other applicable Law and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant except to the preceding provisions of this Section 405 (such initial dateextent updated, the “Reporting Date”) amended or corrected by a subsequent Parent SEC Document, and (b) did not at the time it was filed (and if amended or superseded by a filing prior to the Company makes date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since the filing of each of the Parent SEC Documents, to the Knowledge of Parent, no event has occurred, other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, that would require an amendment or supplement to such Parent SEC Document and as to which such an election and such filing amendment has not been madefiled and made publicly available. Other than the SEC notifying the Parent that it will review the Parent’s Registration Statement on Form S-4 filed on August 1, 2011, there are no outstanding unresolved comments with respect to Parent or such documents, information and reports have not been transmitted the Parent SEC Documents noted in comment letters 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 other correspondence received by Parent or its attorneys from the date that is 90 days after such Reporting Date SEC, and, to the earlier knowledge of Parent, there are no pending (xi) the date on which such filing has been made, formal or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary informal investigations 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 Parent by the Company)SEC or (ii) inspection of an audit of Parent’s financial statements by the Public Company Accounting Oversight Board. The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, Parent is in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold compliance in all material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant respects with Regulation S-X under the Securities Act, that explains in reasonable detail the Exchange Act, SOX (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish applicable to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4Parent) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersapplicable rules and regulations thereunder.

SEC Reports. Notwithstanding that (a) Since December 31, 2016 (the “Reference Date”), the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain subject furnished (as applicable) by it under Applicable Law at or prior to the reporting requirements time so required, and, after the date of Section 13(a) or 15(d) of this Agreement and until the Exchange ActEffective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (unless all such filing is not permitted under the Exchange Act forms, reports, schedules, statements and documents filed, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject at or prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateEffective Time, the “Reporting DateSEC Reports”) and ). (b) if the Company makes such an election and such filing has not been madeEach SEC Report complied, or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made availableExchange Act, 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 with all applicable provisions of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S▇▇▇▇▇▇▇▇-X under the Securities ▇▇▇▇▇ Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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) (each as in effect on the Issue date such SEC Report was, or will be, filed. (c) Since the Reference Date, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the knowledge of the Company, there is not, any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). In connection As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with this Section 405respect to the SEC Reports. (d) None of the Company’s Subsidiaries is required to file any forms, it is understood that reports, schedules, statements or other documents with the SEC. (e) No executive officer of the Company shall not be has failed to make the certifications required to (a) comply with of him or her under Section 302, Section 404 and Section 302 or 906 of the Sarbanes Oxley ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports, and at the time of 2002filing or submission of each such certification, as amended, or related items 307 such certification was true and 308 of Regulation Saccurate and complied with the ▇▇▇▇▇▇▇▇-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities ▇▇▇▇▇ Act. Delivery of such reports, documents, and information described in this Section 405 to Neither the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with Company nor any of its covenants under this Indenture as to which executive officers has received notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through ▇▇▇▇▇ (unless such filing is not permitted under the Exchange Act or by the SECany successor system), in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 provide to the Trustee and the Holders, in each caseregistered Holders of the Securities, within 5 15 days after 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 would otherwise be 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 current reports that would be required to be filed with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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 on Form 8-K if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any file such filing or otherwise made available under this Section 405 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), reports. The requirement for the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or provide information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event may be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been transmitted or made availablea Significant Subsidiary, as then the case may be, quarterly and (y) annual financial information required by the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements paragraph of this Section 405 if any parent files reports, documents and information 3.2 shall include a reasonably detailed presentation of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% financial condition and results of the Capital Stock operations of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as Restricted Subsidiaries, either on the face of the last day of financial statements or in the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between footnotes to the financial information relating to such parent statements and its Subsidiaries, on in the one hand, “Management’s Discussion and the information relating to the Company Analysis of Results of Operations and its Subsidiaries on a standalone basis, on the other handFinancial Condition” section. In addition, the Company and the Subsidiary Guarantors shall make available to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.2, the Company and the Subsidiary Guarantors shall be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.2 if (i) it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available or (ii) it has posted such reports on its website. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s 's receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s 's compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates). It is understood that the The Trustee shall have no responsibility duty to determine if such reports, documents, search for or information have been filed obtain any electronic or other filings that the Company makes with the SEC, posted SEC or posts on any website website, regardless of whether such filings are periodic, supplemental or otherwise furnished to the Holdersotherwise.

SEC Reports. Notwithstanding that (a) Since the Reference Date, the Company may not be has filed or furnished (as applicable) all SEC Reports that have been required to be so filed or remain furnished (as applicable) by the Company with the SEC under Applicable Law at or prior to the time so required. True, correct and complete copies of all SEC Reports since the Reference Date are publicly available on E▇▇▇▇. (b) Each SEC Report, as of its filing date (or effective date in the case of a registration statement filed pursuant to the Securities Act) or, if amended or supplemented, the filing date of the most recent amendment or supplement thereto (as applicable), complied (and in the case of SEC Reports to be filed after the date hereof, will comply) in all material respects with all applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Exchange Act and the Securities Act, and all rules and regulations promulgated thereunder or that are otherwise applicable thereto, as the case may be, in effect as of such filing or effective date, as applicable, and applicable state securities or “blue sky” laws, and no SEC Report, as of such applicable date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) Since the Reference Date, none of the Company or any of its Subsidiaries has received (A) any written comments or questions from the SEC or any other Governmental Authority with respect to any of the SEC Reports (including, if applicable, the financial statements included therein) or any registration statements filed by the Company or any of its Subsidiaries or (B) any notice from the SEC or any other Governmental Authority that any such SEC Report (including, if applicable, the financial statements included therein) or any such registration statement are being reviewed or investigated, (ii) to the knowledge of the Company, none of the SEC Reports (including, if applicable, the financial statements included therein) is, or has at any time since the Reference Date been, the subject of any ongoing review or any outstanding investigation by the SEC or any other Governmental Authority and (iii) to the knowledge of the Company, as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the SEC Reports. (d) No Subsidiary of the Company is, or has at any time since the Reference Date been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (e) Each of the principal executive officer and the principal financial officer of the Company will file with (or each former principal executive officer and each former principal financial officer of the SEC (unless such filing is not permitted Company, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or by and Section 302 and 906 of the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Trustee SEC Reports, and the Holdersstatements contained in such certifications are true and accurate. For purposes of this Agreement, in each case, within 5 days after “principal executive officer” and “principal financial officer” shall have the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant meaning given to such Section 13(a) or 15(d) or would be so required to file if terms under the Company were so subjectS▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Notwithstanding Since the foregoingReference Date, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result none of the Company’s accountants not being “independent” (as defined pursuant , its current principal executive officer and principal financial officer, and, to the Exchange knowledge of the Company, its former principal executive officers and principal financial officers, has received any written notice from the SEC or any other Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. The Company is, and has at all times been, in compliance with all other applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing and corporate governance rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersNASDAQ.

SEC Reports. Notwithstanding that the Company may not be required to be (a) Except as set forth on Schedule 5.06(a), Licensee has filed with or remain subject furnished to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as true and complete copies of all forms, reports, schedules, statements and other documents required to be filed with or furnished to the SEC by Licensee (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “Licensee SEC Documents”). As of their respective filing dates (or, if amended or superseded by a result filing prior to the date of this Agreement, then on the date of such filing), the Licensee SEC Documents complied in all material respects with the applicable requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, within 90 days after such Reporting Dateincluding, liquidated damages will accrue on in each case, the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents rules and information have been transmitted or made available, as the case may beregulations promulgated thereunder, 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 none of the number Licensee SEC Documents contained any untrue statement of such elections by the Company). The Company will be deemed a material fact or omitted to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so state a material fact required to be filedstated therein or necessary in order to make the statements therein, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% light of the Capital Stock circumstances under which they were made, not misleading. As of the Company date hereof, Licensee does not have any material non-public information that it has not shared with Licensor. (b) The financial statements (including the related notes and schedules thereto) included (or if such parent shall hold incorporated by reference) in the Licensee SEC Documents comply as to form in all material assets or respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material operations other than through respects the Company consolidated financial position of Licensee and its Subsidiaries subsidiaries as of the last day dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since June 30, 2023, Licensee has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (c) Licensee is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the relevant reporting periodNYSE American. (d) Neither Licensee nor any of its subsidiaries has any liabilities or obligations of any nature, such reportswhether accrued, documents absolute, contingent or otherwise, known or unknown, whether due or to become due and information shall whether or not required to be accompanied by consolidating information, which need not be audited recorded or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries reflected on a standalone basisbalance sheet under GAAP, on the other hand. In addition, except (a) to the extent not satisfied by disclosed in the foregoing, the Company will furnish to Holders thereof Licensee SEC Documents 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply for liabilities and obligations incurred in the ordinary course of business consistent with Articles 3-09past practice since December 31, 3-10 2022 that are not material to Licensee and 3-16 of Regulation S-X under the Securities Act. Delivery of such reportsits subsidiaries, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture taken as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersa whole.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company will file shall furnish to the Trustee for delivery to the Holders, within the time periods specified in the SEC's rules and regulations (including any grace periods or extensions permitted by the SEC): (1) all quarterly and 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 these forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" (unless such filing is which will include a statement as to the amount of Consolidated Cash Flow for the applicable periods) and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file these reports. At any time that Unrestricted Subsidiaries represent 5% or more of the total assets of the Company, the quarterly and annual financial information required by the preceding sentence 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 Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, whether or not permitted under the Exchange Act or required by the SEC, in which case the Company shall make available file a copy of all of the annual reports, documents, information and other reports described referred to in clauses (1) and (2) of the first sentence of this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information 4.02 with the SEC if it were subject for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept the filing) and make the information available to securities analysts and prospective investors upon request. The Company and the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Subsidiary Guarantors agree that, for so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder)Securities remain outstanding, the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant furnish to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) Holders and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof securities analysts and prospective investors in such Notesinvestors, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the 42 Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee The Company also shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed comply with the SEC, posted on any website or otherwise furnished to the Holdersother provisions of TIA ss. 314(a).

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless to the extent the SEC will accept such filing is not permitted under filings) and provide the Exchange Act or by the SECTrustee and Noteholders with such annual reports and such information, in which case the Company shall make available the annual reports, documents, information documents and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act 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 so long as Parent is a Guarantor of the Notes are Outstandingand complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the annual reports, documents, information and other reports that 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. Additionally, the Company is required to file with agrees that it shall not take any action for the purpose of causing the SEC pursuant not to accept any such Section 13(a) or 15(d) or filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports, information and documents referred to in this paragraph on its website within the time periods that would be so required to file apply if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in file those reports with the SEC. At any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result time that any of the Company’s accountants not being “independent” (as defined pursuant to Subsidiaries are Unrestricted Subsidiaries, then the Exchange Act quarterly and annual financial information required by the rules and regulations preceding paragraphs shall include a reasonably detailed presentation, either on the face of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) in the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may befootnotes thereto, and (y) the first anniversary in “Management’s Discussion and Analysis of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless Financial Condition and Results of the number Operations” of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Restricted Subsidiaries as separate from the financial condition and results of operations of the last day Unrestricted Subsidiaries of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company shall furnish to the extent not satisfied by Holders of the foregoing, the Company will furnish Notes and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Notes are not freely transferable under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act and applicable to a U.S. corporation subject to such Sections, such reports to be so long as filed and provided at the Notes are Outstandingtimes specified for the filings of such reports under such Sections and containing all the information, the annual audit reports and exhibits required for such reports. If, documentsat any time, information and other reports that the Company is required not subject to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if periodic reporting requirements of the Exchange Act for any reason, the Company were so subject. Notwithstanding shall provide the foregoingTrustee and Holders with such reports 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, if any audited however, that (i) no certifications or reviewed attestations concerning the financial statements or information required to disclosure controls and procedures or internal controls that would otherwise be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Section 405 2002 shall be required (such initial dateprovided further, however, that nothing contained in the “Reporting Date”) and (b) if terms herein shall otherwise require the Company makes to comply with the terms of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as statute); (ii) the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate financial statements required of 0.50% per annum from the date that is 90 days after such Reporting Date acquired businesses shall be limited to the earlier financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages unconsolidated entities shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, required; (iv) no financial schedules specified in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act 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 this offering circular (which disclosure regarding such types of information shall be presented in a manner consistent in all material respects with the disclosure so contained in this offering circular); (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 explains in reasonable detail 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. (b) For so long as determined in good faith by the Companyany Notes remain outstanding, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, Guarantors shall furnish to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, . (c) For so long as the Company files the foregoing reports and other information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished the Company shall be deemed to have provided to the HoldersTrustee and Holders all of the foregoing reports and other information if the Company has filed or furnished such reports and other information with the SEC via the ▇▇▇▇▇ 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 the Indenture; provided, however, that failure to send any such electronic copies will not constitute a Default.

SEC Reports. Notwithstanding that the Company may not be required Litronic has made available to be BIZ or remain subject to the reporting requirements its counsel correct and complete copies of Section 13(a) or 15(d) of the Exchange Acteach report, the Company will file schedule, registration statement and definitive proxy statement filed by Litronic with the SEC on or after June 11, 1999 (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the "Litronic SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActDocuments"), so long as which are all the Notes are Outstanding, the annual reports, documents, information and documents (other reports than preliminary material) that the Company is Litronic was required to file with the SEC pursuant on or after that date. In addition, Litronic has made available to BIZ all exhibits to the Litronic SEC Documents filed prior to the date hereof which are (i) requested by BIZ and (ii) are not available in complete form through ▇▇▇▇▇ ("Requested Confidential Exhibits") and will promptly make available to BIZ all Requested Confidential Exhibits to any additional Litronic SEC Documents filed prior to the Effective Time. As of their respective dates or, in the case of registration statements, their effective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such Section 13(afiling), none of the Litronic SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or 15(d) or would be so required omitted to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information state a material fact required to be included stated therein or necessary in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result order to make the statements therein, in light of the Company’s accountants circumstances under which they were made, not being “independent” (as defined pursuant to misleading, and the Litronic SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made availableAct, 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 rules and regulations promulgated by the Company)SEC thereunder. The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, Litronic has filed all documents and information of the types otherwise so agreements that were required to be filedfiled as exhibits to the Litronic SEC Documents and all material contracts so filed (and those to be filed with any Litronic SEC Documents) as exhibits are in full force and effect except those which have expired in accordance with their terms, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% and neither Litronic nor any of the Capital Stock of the Company or if Litronic Subsidiaries is in default thereunder. The Litronic Disclosure Schedule lists such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information contracts required to be delivered pursuant to Rule 144A(d)(4) (as in effect on filed with the Issue Date). In connection with this Section 405, it is understood SEC that the Company shall have 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have yet been filed with the SEC, posted on any website or otherwise furnished to the HoldersLitronic SEC Documents.

SEC Reports. Notwithstanding The Company has filed all forms, reports and documents with the SEC that the Company may not be have been required to be or remain subject filed by it under applicable laws prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Actdate hereof, and the Company will file prior to the Effective Time all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (unless all such filing is not permitted under the Exchange Act forms, reports and documents, together with any other forms, reports or other documents filed by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject on or prior to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes Effective Time that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information not required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial dateso filed, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made). Each SEC Report complied, or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date, liquidated damages will accrue on as to form in all material respects with the Notes at a rate applicable requirements of 0.50% per annum from the date that is 90 days after such Reporting Date to Securities Act or the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made availableExchange Act, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Datedate such SEC Report was, or will be, filed. True and correct copies of all Company SEC Reports filed prior to the date hereof, whether or not required under applicable laws, have been furnished or made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (E▇▇▇▇) database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. In connection None of the Company’s Subsidiaries is required to file any forms, reports or other documents with this Section 405, it is understood that the SEC. No executive officer of the Company shall not be has failed to make the certifications required to (a) comply with of him or her under Section 302, Section 404 and Section 302 or 906 of the Sarbanes Oxley S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002with respect to any SEC Report, except as amended, or related items 307 and 308 of Regulation S-K under disclosed in certifications filed with the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under SEC Reports. Neither the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with Company nor any of its covenants under this Indenture as to which executive officers has received notice from any Governmental Entity challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that (a) The Company will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 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 file accept such filings; provided, however, that the Company shall not be required to make any such filings prior to the date on which the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 1997 would have been required to be filed if, at the time such filings would have been required to be made with the SEC, either (i) the Company shall have provided to each Holder of the Notes the information that would have been required to be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC (unless such filing is but has not permitted under yet been declared effective and copies of the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information Offer Registration Statement and other reports described in this Section 405 any amendments thereto (to the Trustee and extent such Registration Statement and/or amendments contain additional information not disclosed in the Holders, in each case, within 5 days after Offering Memorandum that would have been the time the Company would otherwise be subject of a filing required to file such information with the SEC if it were subject to the reporting requirements of be made under Section 13(a) 13 or 15(d) of the Exchange Act)) have been provided to each Holder of the Notes, so long provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes are Outstanding, the annual reports, documents, information and other reports that the upon request. The Company is required to (at its own expense) shall file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if Trustee within 100 days after the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result end of each fiscal year of the Company’s accountants not being “independent” (as defined pursuant to , or within 50 days after the Exchange Act and the rules and regulations end of each of the SEC thereunder), the Company may, in lieu first three fiscal quarters of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary each fiscal year of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made availableCompany, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on copies of 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, annual reports or such reports, documents and information have been transmitted or made availableunaudited quarterly consolidated financial statements, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reportsinformation, documents and information other reports (or copies of such portions of any of the types otherwise so foregoing as the SEC may be rules and regulations prescribe) which the Company files with the SEC 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 Section 314(a). (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 filed, 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 case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% fiscal year of the Capital Stock 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. Such reports shall be delivered to the Registrar and the Registrar will mail them, at the Company's expense, to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (c) The Company shall, upon request, provide to any Holder of Notes or if any prospective transferee of any such parent shall hold material assets or have material operations other than through Holder any information concerning the Company and its Subsidiaries as of the last day of the relevant reporting period, (including financial statements) necessary in order to permit such reports, documents and information shall be accompanied by consolidating information, which need not be audited Holder to sell or compliant transfer Notes in compliance with Regulation S-X Rule 144A under the Securities Act; provided, that explains in reasonable detail (as determined in good faith by the Companyhowever, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is understood that the Company shall not be required to furnish such information in connection with any request made on or after the date which is three years (aor such other date as the Notes shall be freely transferable pursuant to Rule 144) comply with Section 302, Section 404 and Section 906 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 Sarbanes Oxley Act Company within the meaning of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X Rule 144 under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Parent has filed all documents, including all annual, quarterly and other reports, Registration Statements, proxy statements and other statements, reports, schedules, forms and other documents (including all exhibits, financial statements and the Company may not be schedules thereto, and all other information incorporated by reference), required to be filed by Parent with the U.S. Securities and Exchange Commission (“SEC”) since December 31, 2016 (collectively, the “SEC Reports”). Since the date of the last SEC Report, there has not been the occurrence of any event, the occurrence of which resulted in, or remain subject would reasonably be likely to result in, a material adverse effect with respect to Parent and its Subsidiaries, taken as a whole. (b) The SEC Reports (i) at the time filed (or furnished), complied (giving effect to any amendments or supplements thereto filed prior to the reporting date of this Agreement), and, in the case of Registration Statements, at the time of effectiveness, in all material respects with the applicable requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Securities Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and (ii) at the time they were filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment), and, in the case of Registration Statements, at the time of effectiveness, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated in such SEC Reports or necessary in order to make the statements made in such SEC Reports, in light of the circumstances under which they were made, not misleading. (c) The financial statements (including any related notes) contained in SEC Reports (collectively, the “Parent Financial Statements”) (i) complied as to form in all material respects with the published rules and regulations of the SEC thereunder)applicable thereto and (ii) were prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the Company mayconsolidated financial position and results of operations of Parent and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein, subject in lieu the case of making such filing or otherwise making available such audited or reviewed the unaudited financial statements or informationto the absence of footnote disclosures and other presentation items and changes resulting from normal year-end adjustments. (d) To Parent’s knowledge, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary none of the date on which SEC Reports is the same was otherwise required pursuant to the preceding provisions subject of this Section 405 (such initial date, the “Reporting Date”) ongoing SEC review and (b) if the Company makes such an election and such filing has not been made, there are no inquiries or such documents, information 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections investigations by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if SEC or any parent files reports, documents and information of the types otherwise so required to be filedinternal investigations pending or threatened, in each case within the applicable time periods; provided that if such parent shall not own, directly regarding any accounting practices of Parent or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersSubsidiaries.

SEC Reports. Notwithstanding that (a) Since January 1, 2013, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2013 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2013, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SECReports. Since January 1, in which case 2013, neither the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with nor any of its covenants under this Indenture as to which executive officers has received any written notice from any Governmental Entity challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Acton a website), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or informationfiling, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; , provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent Parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent Parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent Parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities ActX, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative non-equity differences between the financial information relating to such parent Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. As of the Issue Date, compliance with the requirements of this Section 405 will be satisfied with the filing of such reports, documents and information by Holding Parent. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) News Corporation, which has Securities registered under the Company may not be required to be or remain subject to Securities and Exchange Act of 1934, as amended (the reporting requirements of Section 13(a) or 15(d) of the “Exchange Act”), the Company will shall file with the SEC (unless such filing is not permitted under and with the Exchange Act or by Trustee, within 15 days after it files the same with the SEC, in which case the Company shall make available the copies of its annual and quarterly reports, documentsinformation, information documents and other reports described in this Section 405 to reports, (or copies of such portions of any of the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with foregoing as the SEC if it were subject to the reporting requirements of Section 13(amay by rules and regulations prescribe) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company which News Corporation 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 subjectSEC. Notwithstanding the foregoing, if any audited or reviewed Such information shall include annual and quarterly financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filednotes thereto, in each case within presented in all material respects in accordance with GAAP as applied in the applicable time periods; provided that if such parent shall not ownUnited States, directly or indirectly, 100% together with a management’s discussion and analysis of the Capital Stock financial condition and results of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information operations. Such financial statements shall be accompanied by consolidating information, which need not be audited or compliant prepared substantially in accordance with Regulation S-X under the Securities Act, as applied to U.S. Persons with respect to annual and quarterly statements, as applicable, provided however, that explains in reasonable detail (as determined in good faith by supplemental information for the Company, which determination Guarantor need not be provided. The management’s discussion and analysis of financial condition and results of operations shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors prepared substantially 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 accordance with this Section 405, it is 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 and 308 of Regulation S-K under and the Securities Act or (b) comply financial information contained therein shall be substantially in accordance with Articles 3-09GAAP as applied in the United States. In the event that News Corporation is at any time no longer subject to the reporting requirements of the Exchange Act, 3-10 it shall provide to the Trustee, in accordance with the rules and 3-16 regulations prescribed from time to time by the SEC, such reports which may be required pursuant to Section 13 of the Exchange Act. In such event, such reports shall be provided at the times that News Corporation would have been required to provide reports had it continued to have been subject to such reporting requirements. Such information shall include annual and quarterly financial statements and notes thereto, presented substantially in accordance with GAAP as applied in the United States, together with a management’s discussion and analysis of financial condition and results of operations. Such financial statements shall be prepared substantially in accordance with Regulation S-X under the Act, as applied to U.S. Persons with respect to annual and quarterly statements, as applicable, provided, however, that supplemental information for the Guarantor need not be provided. The management’s discussion and analysis of financial condition and results of operations shall be prepared substantially in accordance with Regulation S-K and the financial information contained therein shall be substantially in accordance with GAAP as applied in the United States. NAI and the Guarantor also shall comply with the other provisions of TIA Section 314(a) to the extent applicable. (b) NAI shall, at its expense, transmit to Holders of Securities Actwithin 30 days after the filing thereof with the Trustee such summaries of any information, documents and reports required to be filed by News Corporation pursuant to subsection (a) as may be required to be transmitted to such Holders by the rules and regulations prescribed from time to time by the SEC. (c) News Corporation intends to file the reports referred to in Section 9.02(a) and (b) hereof with the SEC in electronic form pursuant to Regulation S-T of the SEC using the SEC’s Electronic Data Gathering, Analysis and Retrieval system. Compliance with the foregoing, or any successor electronic system approved by the SEC, shall constitute delivery by NAI of such reports to the Trustee and Holders in compliance with the provision of Section 9.02 and TIA Section 314(a). Notwithstanding anything to the contrary herein, the Trustee shall have no duty to search for or obtain any electronic or other filings that News Corporation makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of the reports, information and documents to the Trustee pursuant to this Section 9.02(c) shall be solely for the purposes of compliance with this Section 9.02 and with TIA Section 314(a). The Trustee’s receipt of such reports, documents, information and information described in this Section 405 documents shall not constitute notice to it of the content thereof or of any matter determinable from the content thereof (and the Trustee shall be for informational purposes onlynot have any duty to ascertain or inquire as to such content or matter), and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the CompanyNAI’s compliance with any of its covenants under this Indenture hereunder, as to which the Trustee is conclusively entitled to rely exclusively on an upon Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the HoldersCertificates.

SEC Reports. Notwithstanding (a) Following the Select Medical Escrow Merger, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act or the SEC, the Company will file with the SEC, and provide the Trustee and the Holders of the Notes with, the 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) that are specified in Sections 13 and 15(d) of the Exchange Act (unless such filing or the rules of the SEC promulgated thereunder) within the time periods specified therein. In the event that the Company is not permitted under to file such reports, documents and information with the SEC pursuant to the Exchange Act or by the SECAct, in which case the Company shall make available the annual reports, documents, will nevertheless provide such Exchange Act information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after Holders of the time Notes as if the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act)Act within the time periods specified therein. The Trustee shall not be under a duty to review or evaluate such reports and information, so long as delivery to the Trustee being for the purpose of making such reports and information available to it and to Holders of Notes are Outstanding, the annual reports, documents, information and other reports that who may request such information. (b) If the Company is has designated any of its Subsidiaries as Unrestricted Subsidiaries under this Indenture, then the quarterly and annual financial information required to file with by the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if preceding paragraph shall include a reasonably detailed presentation, either on the Company were so subject. Notwithstanding face of the foregoing, if any audited or reviewed financial statements or information required in the footnotes to be included the financial, statements, and in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result Management's Discussion and Analysis of Results of Operations and Financial Condition, of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act financial condition and the rules and regulations results of the SEC thereunder), the Company may, in lieu operations of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries Restricted Subsidiaries. Section 405. Statement as to Default. Prior to the Select Medical Escrow Merger, Select Medical Escrow will deliver to the Trustee, within 120 days after the end of each fiscal year of Select Medical Escrow ending after the date hereof, an Officers' Certificate, stating that to the best knowledge of the last day signers thereof Select Medical Escrow is or is not in default in the performance and observance of any of the relevant reporting periodterms, such reportsprovisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, documents and information if Select Medical Escrow shall be accompanied by consolidating informationin default, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to specifying all such parent and its Subsidiaries, on the one hand, defaults and the information relating to nature and status thereof of which such signer may have knowledge. Following the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoingSelect Medical Escrow Merger, the Company will furnish deliver to Holders the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate, stating that to the best knowledge of the signers thereof the Company is or is not in default in the performance and prospective investors in such Notesobservance of any of the terms, upon their requestprovisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that if the Company shall not be in default, specifying all such defaults and the nature and status thereof of which such signer may have knowledge. To the extent required to (a) by the TIA, each Subsidiary Guarantor shall comply with TIA Section 302, Section 404 and Section 906 314(a)(4). At least one of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in individuals signing any certificate given by any Person pursuant to this Section 405 to the Trustee shall be for informational purposes onlythe principal executive, and the Trustee’s receipt financial or accounting officer of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s such Person, in compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateTIA Section 314(a)(4). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Whether or not the Company may not be required to be or remain is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC (unless subject to the next sentence) and provide the Trustee and Holders with such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described as are specified in this Section 405 to the Trustee Sections 13 and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Act and applicable to a U.S. corporation subject to such Sections, such reports to be so long as filed and provided at the Notes are Outstandingtimes specified for the filings of such reports under such Sections and containing all the information, the annual audit reports and exhibits required for such reports. If, documentsat any time, information and other reports that the Company is required not subject to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if periodic reporting requirements of the Exchange Act for any reason, the Company were so subject. Notwithstanding shall provide the foregoingTrustee and Holders with such reports 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, if any audited however, that (i) no certifications or reviewed attestations concerning the financial statements or information required to disclosure controls and procedures or internal controls that would otherwise be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of this Section 405 2002 shall be required (such initial dateprovided further, however, that nothing contained in the “Reporting Date”) and (b) if terms herein shall otherwise require the Company makes to comply with the terms of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 at any time when it would not otherwise be subject to such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as statute); (ii) the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate financial statements required of 0.50% per annum from the date that is 90 days after such Reporting Date acquired businesses shall be limited to the earlier financial statements (in whatever form) that the Company receives in connection with the applicable acquisition, whether or not audited; (iii) no financial statements of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages unconsolidated entities shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, required; (iv) no financial schedules specified in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act 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 explains in reasonable detail 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. (b) For so long as determined in good faith by the Companyany Notes remain outstanding, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, Guarantors shall furnish to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, . (c) For so long as the Company files the foregoing reports and other information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished the Company shall be deemed to have provided to the HoldersTrustee and Holders all of the foregoing reports and other information if the Company has filed or furnished such reports and other information with the SEC via the E▇▇▇▇ 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.

SEC Reports. Notwithstanding that Since June 30, 2005, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that were required to be so filed or remain subject to furnished (as applicable) by it under the reporting requirements Exchange Act or the Securities Act and, after the date of Section 13(a) or 15(d) this Agreement and until the expiration date of the Exchange ActOffer, the Company will file all forms, reports and documents with the SEC (unless such filing is not permitted that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject on or prior to the reporting requirements of Section 13(a) or 15(d) expiration date of the Exchange Act), so long as the Notes Offer that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information not required to be included in any such filing so filed or otherwise made available under this Section 405 are not reasonably available on a timely basis furnished, being collectively referred to herein 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made, ). Each SEC Report complied or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date as of its respective effective date (in the case of the SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act), liquidated damages will accrue on as of its respective filing date (in the Notes at a rate case of 0.50% per annum from all other SEC Reports), or, in each case, if amended prior to the date that is 90 days after such Reporting Date to the earlier hereof, as of (x) the date on which such filing has been madeof the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or such reports, documents and information have been transmitted or made availablethe Exchange Act, as the case may be, and (y) the first anniversary with all applicable rules and regulations of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (the Exchange Act or as determined in good faith otherwise promulgated by the CompanySEC, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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) (each as in effect on the Issue Date)date such SEC Report was filed. In connection with this Section 405True and correct copies of all Company SEC Reports filed since June 30, it is understood that 2005 until prior to the Company shall date hereof, whether or 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 and 308 of Regulation S-K under the Securities Act or the Exchange Act have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (bE▇▇▇▇) comply with Articles 3-09database of the SEC. As of its filing date (or, 3-10 and 3-16 if amended or superseded by a filing prior to the date of Regulation S-X under this Agreement, on the Securities Act. Delivery date of such reportsamended or superseded filing), documentseach SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, and information described in this Section 405 the light of the circumstances under which they were made, not misleading. Except as publicly available from the SEC, since June 30, 2005 the Company has not received from the SEC any written comments or questions with respect to any of the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein SEC Reports (including the financial statements included therein) or any registration statement filed by it with the SEC or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s compliance knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its covenants under this Indenture as to which executive officers has received written notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that (a) Whether or not required by the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange ActSEC’s rules and regulations, the Company will file with the SEC within the time periods specified in the SEC’s rules and regulations, and provide the Trustee and Holders and prospective Holders (unless upon request) within 15 days after it files them with the SEC, copies of its annual report and the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act; provided that for purposes of this Section 4.03, such filing information, documents and other reports shall be deemed to have 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 (“▇▇▇▇▇”). Even if the Company is not permitted entitled under the Exchange Act or by not to furnish such information to the SEC, in which case the Company shall make available the annual reports, documents, it will nonetheless continue to furnish information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company that would otherwise be required to file such information with be furnished by the SEC if it were subject to the reporting requirements of Company by Section 13(a) 13 or 15(d) of the Exchange Act), so long Act (excluding exhibits) to the Trustee and the Holders of each series of Notes as the Notes are Outstanding, the annual reports, documents, information and other reports that the if it were subject to such periodic reporting requirements. The Company is required to file also will comply with the SEC pursuant to such other provisions of Section 13(a314(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and TIA. (b) if To the Company makes such an election extent any information is not provided within the time periods specified in this Section 4.03 and such filing has not been madeinformation is subsequently provided within the grace period set forth in Section 6.01, or such documents, information 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured unless the requirements Notes of this Section 405 any series thereof have been accelerated. The Trustee shall have no obligation to determine if any parent files and when the Company’s financial statements or reports are publicly available and accessible electronically. Delivery of reports, information and documents and information of to the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X Trustee under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, this Indenture is for informational purposes only and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein (therein, including the Company’s compliance with any of its the covenants under this Indenture set forth herein (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) Whether or not required by the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will Parent shall (a) file with the SEC to the extent such submission is accepted for filing by the SEC (unless such filing within the time periods specified in the SEC’s rules and regulations that would apply if the Parent were required to file with the SEC) and (b) file with the Trustee (within 15 days after it files with the SEC (or, if the Parent does not timely file, or is not permitted under required to file, with the Exchange Act SEC or by such submission is not accepted for filing with the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 15 days after the time the Company Parent would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is have been required to file with the SEC pursuant if the Parent were required to file, and were to timely file, with the SEC and such Section 13(asubmission were to be accepted for filing): (1) or 15(d) or all quarterly and annual reports that would be so required to be filed with the SEC on Forms 10-Q and 10-K if the Parent were required to file such reports under the Exchange Act; (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Parent were so subject. Notwithstanding required to file such reports under the foregoing, if any audited or reviewed Exchange Act; (3) in a footnote to the Parent’s financial statements or included in such annual reports to be filed pursuant to clause (1) of this paragraph, annual audited condensed consolidated financial information of Holdings and audited condensed unconsolidated financial information of the Company for the same periods, in addition to the financial information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result comply with Rule 3-10 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act; and (4) in a footnote to the Parent’s financial statements included in such quarterly reports to be filed pursuant to clause (1) of this paragraph, that explains quarterly unaudited condensed consolidated financial information of Holdings and unaudited condensed unconsolidated financial information of the Company for the same periods, in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between addition to the financial information relating required to comply with Rule 3-10 of Regulation S-X under the Securities Act. The Parent will be deemed to have filed such reports with the Trustee if the Parent has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are made publicly available. (b) All reports filed pursuant to this Section 4.03 will be prepared in all material respects in accordance with all of the SEC’s rules and regulations applicable to such parent reports. Each annual report will include a report on the Parent’s consolidated financial statements (and on the information required to be included therein pursuant to clause (3) of Section 4.03(a)) by the Parent’s certified independent accountants. (c) If Holdings has designated any of its Subsidiaries as Unrestricted Subsidiaries, on then the one handquarterly and annual financial information required by clauses (3) and (4) of Section 4.03(a), and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In additionwill include, to the extent not satisfied by already required to be included therein pursuant to clause (3) or clause (4) of Section 4.03(a), a reasonably detailed presentation of the financial condition and results of operations of Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Holdings. (d) If, at any time, the Parent is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent will nevertheless continue filing the reports specified this Section 4.03 with the SEC within the time periods specified in this Section 4.03 unless the SEC will not accept such a filing. The Parent will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s filings for any reason, the Parent will post the reports referred to in this Section 4.03 on its website within the time periods specified in this Section 4.03 as if the Parent were required to file those reports with the SEC. (e) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file the reports required by this Section 4.03 with the SEC, they will furnish to the Holders thereof of Notes and to securities analysts and prospective investors in such Notesinvestors, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through ▇▇▇▇▇ (unless such filing is not permitted under the Exchange Act or by the SECany successor system), in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 provide to the Trustee and the Holders, in each caseregistered Holders of the Securities, within 5 15 days after 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 would otherwise be 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 current reports that would be required to be filed with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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 on Form 8-K if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any file such filing or otherwise made available under this Section 405 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), reports. The requirement for the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or provide information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event may be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 satisfied by posting such reports, documents and information on its website within the time periods specified by this Section 3.2; provided, however, that the Company shall (upon request) provide one copy of the exhibits of the foregoing to the Trustee and shall (upon request) provide additional copies of such exhibits to any Holder or prospective Holder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been transmitted or made availablea Significant Subsidiary, as then the case may bequarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, and (y) either on 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 face of the number financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of such elections by the Company). The Company will be deemed to have satisfied the requirements Results of this Section 405 if any parent files reportsOperations and Financial Condition, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% financial condition and results of the Capital Stock operations of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, the Company and the Subsidiary Guarantors shall make available to the extent not satisfied by the foregoing, the Company will furnish Holders and to Holders thereof and prospective investors in such Notesinvestors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.2, the Company and the Subsidiary Guarantors shall be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.2 if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). It is understood that the The Trustee shall have no responsibility duty to determine if such reports, documents, search for or information have been filed obtain any electronic or other filings that the Company makes with the SEC, posted on any website regardless of whether such filings are periodic, supplemental or otherwise furnished to the Holdersotherwise.

SEC Reports. (a) Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company will file if not filed electronically with the SEC through E▇▇▇▇ (unless such filing is not permitted under or any successor system), the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 Issuer will provide to the Trustee and the Holders, in each caseregistered Holders of the Notes, within 5 15 days after of the time periods specified in the Company relevant forms: (i) all quarterly and annual financial information that would otherwise be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such information with the SEC if it were subject Forms (but, notwithstanding anything to the reporting requirements contrary in this covenant, without any requirement at any time to provide separate financial statements of Section 13(a) any Subsidiary of the Issuer, including as may be required by Rules 3-10, 3-16 13-01 or 15(d) 13-02 of Regulation S-X of the Exchange Act), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided that, so long as the Company is a Guarantor of the Notes are Outstandingand is permitted by the provisions of the Exchange Act, the annual reports, documents, information and other reports documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of the Company rather than the Issuer; provided further that the Company is required to file with the SEC pursuant to shall include in such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documentsreport, information 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 reports, documents and other document consolidating information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiariesthe Company, on the one hand, and the information relating to the Company Issuer and its Subsidiaries subsidiaries on a standalone basis, on the other hand. (b) If any Subsidiary of the Company has been designated as an Unrestricted Subsidiary, then the quarterly and annual financial information required by this Section 3.2 will include a reasonably detailed presentation, either in the financial statements or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) The requirement for the Issuer to provide information may be satisfied by filing such reports, documents and information with the SEC or by posting such reports, documents and information on its website, in each case, within the time periods specified by this Section 3.2; provided, however, that the Company will (upon request) provide one copy of the foregoing to the Trustee. In addition, to To the extent not satisfied by the foregoing, the Company Issuer and the Guarantors will furnish agree that they will make available to the Holders thereof and to prospective investors in such Notesinvestors, upon their requestthe request of Holders, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Notes are not freely transferable under the Securities Act. (d) The Company will also hold a quarterly conference call for the Holders of the Notes to discuss financial information for the previous quarter. The conference call will be following the last day of each fiscal quarter of the Company and not later than ten Business Days from the time that the Company distributes the financial information as set forth in clause (1) above. Prior to the conference call, the Company shall file a Current Report on Form 8-K or issue a press release announcing the time and date of such conference call and providing instructions for holders of Notes, securities analysts and prospective investors to obtain access to such call. For the avoidance of doubt, the Company may satisfy the requirements of this Section 3.2(d) by holding the conference call required above within the time period required as part of any earnings call of the Company in accordance with past practice. (e) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, and the Trustee’s receipt of them thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its their respective covenants under this the Indenture (as to which the Trustee is will be entitled to rely exclusively on an Officer’s Certificatereceive certificates). It is understood that the The Trustee shall have no responsibility not be obligated to determine if such reportsmonitor or confirm, documentson a continuing basis or otherwise, the Company’s compliance with the covenants or information have been with respect to any reports or other documents filed with the SEC, posted on SEC or any website under the Indenture, or otherwise furnished to the Holdersparticipate in any conference calls.

SEC Reports. Notwithstanding that (a) So long as any Notes are outstanding, the Company may shall furnish to the Trustee: (1) within 90 days after the end of each fiscal year, annual reports of the Company containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information was included in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) audited financial statements prepared in accordance with GAAP or, to the extent the Company is a reporting company, the Annual Report on Form 10-K as filed under the Exchange Act; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Company containing substantially all of the information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information was provided in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision) or the Quarterly Report on Form 10-Q under the Exchange Act actually filed while the Company is a reporting company; and (3) within five Business Days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act, current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided, however, that no such current report shall be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, taken as a whole; provided, however, that such reports (A) shall not be required to be comply with Section 302 or remain subject to the reporting requirements of Section 13(a) or 15(d) 404 of the Exchange Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or related Items 307 and 308 of Regulation S-K promulgated by the SEC, in which case the Company or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise not be required to file such contain the separate financial information with the SEC if it were subject to the reporting requirements for Guarantors contemplated by Rule 3-10 of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith promulgated by the Company, which determination SEC. The availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service shall be conclusivedeemed to satisfy the delivery obligation of the Company. (b) the quantitative differences between the financial information relating to such parent and its SubsidiariesSo long as any Notes are outstanding, on the one hand, and the information relating to the Company and its Subsidiaries on shall also maintain a standalone basis, on public website to which all of the other handreports required by Section 4.02(a) are posted. In addition, to the extent not satisfied by the foregoing, the Company will shall furnish to Holders thereof Holders, prospective investors, broker-dealers and prospective investors in such Notessecurities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X so long as the Notes are not freely transferable under the Securities Act. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of them such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate). It The Trustee is understood not obligated to confirm that the Trustee shall have Company has complied with its obligations to file such reports with the Commission or post such reports and information on its website. Unless the Company is a reporting company under the Exchange Act, no responsibility to determine if such reports, documents, or information later than five Business Days after the date the annual and quarterly financial reports have been filed furnished pursuant to Section 4.02(a), the Company shall use its commercially reasonable efforts to hold a live conference call (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Company or its Subsidiaries or any direct or indirect parent of the Company) with the SEC, posted on any website or otherwise furnished opportunity for participants to ask questions of management. No fewer than three Business Days prior to the Holdersdate such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such conference call. Notwithstanding any of the foregoing, the Company shall be deemed to have furnished such reports referred to above to the Trustee and the Holders if it has filed (or, in the case of an Item 2.02 or Item 7.01 Form 8-K, furnished) such reports with the SEC and such reports are publicly available.

SEC Reports. Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documentsinformation, information documents and other reports 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. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 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 otherwise transmitting or making available such audited or reviewed financial statements or the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; , provided that (a) the Company shall in any event be required to make such filing or and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documentsinformation, 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 reportsinformation, documents and information reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 6.4 if any parent Parent files and provides reports, documents and information of the types otherwise so required to be filedrequired, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of and the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, is not required to file such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X separately under the Securities Act, that explains in reasonable detail applicable rules and regulations of the SEC (as determined in good faith after giving effect to any exemptive relief) because of the filings by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Parent. The Company and its Subsidiaries on a standalone basis, on also will comply with the other hand. In addition, to the extent not satisfied by the foregoing, 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 Dateprovisions of TIA § 314(a). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be for informational purposes only, only and the Trustee’s receipt of them such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein (therein, including the Company’s compliance with any of its covenants under this the Indenture or the Notes (as to which the Trustee is shall have no duty to monitor and shall be entitled to rely exclusively on an Officer’s CertificateCertificates). It is understood that the The Trustee shall have no responsibility not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, the Co-Issuer’s or any other person’s compliance with the covenants in the Indenture or to determine if whether any such reports, documents, information or information have been other documents are filed with the SEC through the SEC, ’s ▇▇▇▇▇ filing system (or any successor filing system) or posted on any website website, on Intralinks or any comparable password-protected online data system or to examine such reports, information or documents to ensure compliance with the provisions of the Indenture or to ascertain the correctness or otherwise furnished of the information or the statements contained therein or to the Holdersparticipate in any conference calls.

SEC Reports. Notwithstanding that the The Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by it under the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) of thereof, for the Exchange Act, two years preceding the date hereof (or such shorter period as the Company will file with the SEC (unless such filing is not permitted under the Exchange Act was required by law or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required regulation to file such information with material) (the SEC if it were subject foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long herein as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the “SEC pursuant to such Section 13(aReports”) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC thereunder)Reports, except as disclosed therein, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the Company maystatements therein, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary light of the date on circumstances under which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been they were made, or such documents, information 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)misleading. The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information required to be delivered pursuant has never been an issuer subject to Rule 144A(d)(4144(i) (as in effect on the Issue Date). In connection with this Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery Each of such reports, documents, and information described in this Section 405 the Material Contracts to which the Trustee shall be for informational purposes only, and Company or any Subsidiary is a party or to which the Trustee’s receipt property or assets of them shall not constitute constructive notice of any information contained therein the Company or determinable from information contained therein (including the Company’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have Subsidiaries are subject has been filed with the SEC, posted on any website or otherwise furnished as an exhibit to the HoldersSEC Reports.

SEC Reports. Notwithstanding that Except for the Company’s Annual Report on Form 20-F for the year ended December 31, 2019, which was filed late on July 29, 2020 and amended on August 6, 2020, the Company may not be has filed all reports, schedules, forms, statements and other documents required to be or remain subject filed by the Company under the Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Act and the Exchange Act, the Company will file with as applicable, and none of the SEC (unless such filing is not permitted under the Exchange Act Reports, when filed, contained any untrue statement of a material fact or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 omitted to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC thereunderCommission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), the Company may, except as may be otherwise specified in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available the notes thereto and except that unaudited or unreviewed financial statements or information substantially similar to such may not contain all footnotes required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may beby GAAP, and (y) fairly present in all material respects the first anniversary financial position of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its consolidated Subsidiaries as of and for the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, dates thereof and the information relating to results of operations and cash flows for the Company and its Subsidiaries on a standalone basisperiods then ended, on subject, in the other hand. In additioncase of unaudited statements, to the extent not satisfied by the foregoingnormal, the Company will furnish to Holders thereof and prospective investors in such Notesimmaterial, 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 Section 405, it is 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 and 308 of Regulation Syear-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holdersend audit adjustments.

SEC Reports. Notwithstanding that (a) Since January 1, 2010, the Company may not be has filed or furnished (as applicable) all forms, reports, schedules, statements and documents with the SEC that have been required to be so filed or remain furnished (as applicable) by it under Applicable Law at or prior to the time so required, and, after the date of this Agreement and until the Effective Time, the Company will file all forms, reports, schedules, statements and documents with the SEC that are required to be filed by it under Applicable Law at or prior to the time so required (all such forms, reports, schedules, statements and documents, together with any other forms, reports, schedules, statements or other documents filed or furnished (as applicable) by the Company with the SEC after January 1, 2010 and at or prior to the Effective Time that are not required to be so filed or furnished, the “SEC Reports”). (b) Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and with all applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, each as in effect on the date such SEC Report was, or will be, filed. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), each SEC Report did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Since January 1, 2010 through the date hereof, neither the Company nor any of its Subsidiaries has received from the SEC or any other Governmental Entity (i) any written comments that have not been resolved with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC or (ii) any written notice that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC or any other Governmental Entity of any SEC Reports (including the financial statements included therein). (e) No Subsidiary of the Company is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act, . (f) No executive officer of the Company will file has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC (unless such filing is not permitted under the Exchange Act or by the SECReports. Since January 1, in which case 2010, neither the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as 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 reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Company’s compliance with nor any of its covenants under this Indenture as to which executive officers has received any written notice from any Governmental Entity challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that Since June 30, 2005, the Company may not be has filed or furnished (as applicable) all forms, reports and documents with the SEC that were required to be so filed or remain subject to furnished (as applicable) by it under the reporting requirements Exchange Act or the Securities Act and, after the date of Section 13(a) or 15(d) this Agreement and until the expiration date of the Exchange ActOffer, the Company will file all forms, reports and documents with the SEC (unless such filing is not permitted that are required to be filed by it under the Exchange Act or the Securities Act (all such forms, reports and documents (as have been amended since the time of their filing), as well as any other forms, reports or other documents, filed or furnished (as applicable) by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject on or prior to the reporting requirements of Section 13(a) or 15(d) expiration date of the Exchange Act), so long as the Notes Offer that are Outstanding, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information not required to be included in any such filing so filed or otherwise made available under this Section 405 are not reasonably available on a timely basis furnished, being collectively referred to herein 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 otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting DateSEC Reports”) and (b) if the Company makes such an election and such filing has not been made, ). Each SEC Report complied or such documents, information and reports have not been transmitted or made availablewill comply, as the case may be, within 90 days after such Reporting Dateas of its filing date as of its respective effective date (in the case of the SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act), liquidated damages will accrue on as of its respective filing date (in the Notes at a rate case of 0.50% per annum from all other SEC Reports), or, in each case, if amended prior to the date that is 90 days after such Reporting Date to the earlier hereof, as of (x) the date on which such filing has been madeof the last amendment, as to form in all material respects with the applicable requirements of the Securities Act or such reports, documents and information have been transmitted or made availablethe Exchange Act, as the case may be, and (y) the first anniversary with all applicable rules and regulations of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (the Exchange Act or as determined in good faith otherwise promulgated by the CompanySEC, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, 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) (each as in effect on the Issue Date)date such SEC Report was filed. In connection with this Section 405True and correct copies of all Company SEC Reports filed since June 30, it is understood that 2005 until prior to the Company shall date hereof, whether or 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 and 308 of Regulation S-K under the Securities Act or the Exchange Act have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (b▇▇▇▇▇) comply with Articles 3-09database of the SEC. As of its filing date (or, 3-10 and 3-16 if amended or superseded by a filing prior to the date of Regulation S-X under this Agreement, on the Securities Act. Delivery date of such reportsamended or superseded filing), documentseach SEC Report did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, and information described in this Section 405 the light of the circumstances under which they were made, not misleading. Except as publicly available from the SEC, since June 30, 2005 the Company has not received from the SEC any written comments or questions with respect to any of the Trustee shall be for informational purposes only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein SEC Reports (including the financial statements included therein) or any registration statement filed by it with the SEC or any notice from the SEC that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Company’s compliance knowledge, there is not, as of the date of this Agreement, any investigation or review being conducted by the SEC of any SEC Reports (including the financial statements included therein). None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC Reports. Neither the Company nor any of its covenants under this Indenture as to which executive officers has received written notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if accuracy, completeness, form or manner of filing of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holderscertifications.

SEC Reports. Notwithstanding that the The Company may not be has filed all registration statements and all reports required to be or remain subject filed by it under the Securities Act and the Exchange Act, including pursuant to the reporting requirements of Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof, or such shorter period of time that the Company was subject to such filing requirements, on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 including pursuant to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof or such shorter period of time that the Company was subject to such filing requirements. The Company’s registration statement on Form S-1 (file no.: 333-188209), as declared effective by the SEC on August 21, 2013, as supplemented by the final prospectus filed with the SEC on August 22, 2013, and such reports required to be filed by the Company under the Exchange Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC including pursuant to such Section 13(a) or 15(d) thereof, together with any materials filed or would be so required to file if furnished by the Company were so subject. Notwithstanding under the foregoingExchange Act, if any audited whether or reviewed financial statements or information required to be included in not any such filing or otherwise made available under reports were required being collectively referred to herein as the “SEC Reports” and, together with this Section 405 are not reasonably available on a timely basis as a result Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Company’s accountants not being “independent” (as defined pursuant to Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder), and none of the SEC Reports, when filed by the Company mayor declared effective by the SEC, in lieu the case of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required registration statement filed pursuant to the preceding provisions Securities Act, contained any untrue statement of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, a material fact or such documents, information 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 omitted to state a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so material fact required to be filedstated therein or necessary in order to make the statements therein, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% light of the Capital Stock circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or if such parent shall hold material assets any Subsidiary are subject are included as part of or have material operations other than through identified in the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In additionSEC Reports, to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in such Notes, upon their request, the information agreements are required to be delivered included or identified pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 rules and Section 906 regulations of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Delivery of such reports, documents, and information described in this Section 405 to the Trustee shall be for informational purposes only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished to the Holders.

SEC Reports. Notwithstanding that (a) The Issuers will file with the Company may not be required SEC all information, documents and reports to be or remain subject filed with the SEC pursuant to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, in the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 to the Trustee and the Holders, in each case, within 5 days after the time the Company would otherwise be required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act)Company, so long as the Notes are Outstanding, the annual reports, documents, information and other reports that whether or not the Company is required to file with the SEC pursuant to such Section 13(a) 13 or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act Act, and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may beof Capital, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, only to the extent not satisfied by the foregoingsubject to such filing requirements; provided, the Company will furnish to Holders thereof and prospective investors in such Noteshowever, 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 Section 405, it is understood that the Company shall not be required to make any such 50 filings prior to the date on which the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1998 would have been required to be filed, if, at the time such filings would have been required to be made with the SEC, either (ai) the Company shall have provided to each Holder of the Notes the information that would have been required to be filed or (ii) the Exchange Registration Statement (as such term is defined in the Registration Rights Agreement) has been filed with the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a filing required to be made under Section 13 or 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes upon request. The Issuers (at their own expense) will file with the 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 by rules and regulations prescribe) which the Issuers file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Issuers shall also comply with the provisions of TIA Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act314(a). Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s 's receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Company’s Issuers' compliance with any of its their covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates). It is understood that . (b) At the Trustee 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 Company shall have no responsibility cause such reports and other information to determine if such reports, documents, or information have been filed 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, posted 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 website predecessor Note) was acquired from the Issuers or otherwise furnished to (ii) the Holdersdate 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. Notwithstanding (a) So long as the Notes are outstanding, at any time that the Company may not be required to be or remain Issuer is subject to the reporting requirements of Section 13(a) 13 or 15(d) of the Exchange Act, the Company Issuer will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 furnish to the Trustee and make available on the HoldersIssuer’s website copies of such annual and quarterly reports and such information, in each case, within 5 days after the time the Company would otherwise be documents and other reports as are required to file such information with the SEC if it were subject to the reporting requirements of Section 13(a) or under Sections 13 and 15(d) of the Exchange Act)Act within 15 days after the date 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 are OutstandingNotes, the annual reports, documents, information and other reports 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. Notwithstanding the foregoing, if any audited or reviewed financial statements or information documents required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis filed and provided 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 described hereunder may, in lieu at the Issuer’s option, be filed by and be those of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later Parent rather than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) Issuer and (b) if in the Company makes 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 an election and such filing has not been made, or such documentsreport, information and reports have not been transmitted or made availableother 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 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 SEC) with respect to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company)Issuer. The Company Issuer or Parent will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, furnished such reports, information and documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities Act, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company Trustee if the Issuer or Parent has filed such reports, information and documents with the SEC via the ▇▇▇▇▇ filing system or has made available such reports, information and documents on its Subsidiaries on a standalone basis, on the other handwebsite. In addition, The Trustee shall have no responsibility to the extent not satisfied by the foregoing, the Company will furnish to Holders thereof and prospective investors in ensure that 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 Section 405, it is 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 and 308 of Regulation S-K under the Securities Act or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Actfiling has occurred. Delivery of such reports, documents, information and information described in this Section 405 documents to the Trustee shall be is for informational purposes only, only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the CompanyIssuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). It is understood that the Trustee shall have no responsibility to determine if . (b) Delivery of such reports, documents, or information have been filed with the SEC, posted on any website or otherwise furnished and documents to the HoldersTrustee 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 Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).