Common use of Commission Reports Clause in Contracts

Commission Reports. Paradigm has filed with the United States Securities and Exchange Commission (the "Commission") all forms, reports, filings, proxy materials, registration statements and other documents required to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements of the U.S. federal securities laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm and its consolidated Subsidiaries as of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm and its consolidated Subsidiaries for the respective period or as of the respective date set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission Filings.

Commission Reports. Paradigm has filed (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the United States Securities and Exchange Commission (to the "Commission"extent the Commission will accept such filing), and make available to the Trustee and the registered Holders, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) all forms, reports, that are specified in Sections 13 and 15(d) of the Exchange Act. If the Commission will not accept such filings, proxy materials, registration statements the Company will nevertheless make available such Exchange Act information to the Trustee and other documents required the Holders as if the Company were subject to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable reporting requirements of the U.S. federal securities laws and did not contain any untrue statement of a material fact Section 13 or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light 15(d) of the circumstances under which they were made, not misleading. Each Exchange Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and any such Unrestricted Subsidiary has $10,000,000 of net assets and its assets exceed its liabilities by more than 5% of the amount by which the consolidated balance sheets (including assets of the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm Company and its Subsidiaries exceed consolidated Subsidiaries as liabilities of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm and its consolidated Subsidiaries for the respective period or as of the respective date set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm Company and its Subsidiaries, taken as then the quarterly and annual financial information required by paragraph (a) shall include a wholereasonably detailed presentation, other than changes prevailing either on the face of the financial statements or in the business sector footnotes to the financial statements and in which Paradigm operatesManagement’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and Paradigm results of operations of the Company and its Subsidiaries have Restricted Subsidiaries. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144 under the Securities Act, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act. (e) Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not entered into constitute constructive notice of any material transactions information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (other than in as to which the Ordinary Course of Business) other than as reflected in the Commission FilingsTrustee is entitled to rely exclusively on Officer’s Certificates).

Commission Reports. Paradigm has filed (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the United States Securities and Exchange Commission (to the "Commission"extent the Commission will accept such filing), and make available to the Trustee and the registered Holders, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) all forms, reports, that are specified in Sections 13 and 15(d) of the Exchange Act. If the Commission will not accept such filings, proxy materials, registration statements the Company will nevertheless make available such Exchange Act information to the Trustee and other documents required the Holders as if the Company were subject to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable reporting requirements of the U.S. federal securities laws and did not contain any untrue statement of a material fact Section 13 or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light 15(d) of the circumstances under which they were made, not misleading. Each Exchange Act. (a) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and any such Unrestricted Subsidiary has $10,000,000 of net assets and its assets exceed its liabilities by more than 5% of the amount by which the consolidated balance sheets (including assets of the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm Company and its Subsidiaries exceed consolidated Subsidiaries as liabilities of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm and its consolidated Subsidiaries for the respective period or as of the respective date set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm Company and its Subsidiaries, taken as then the quarterly and annual financial information required by paragraph (a) shall include a wholereasonably detailed presentation, other than changes prevailing either on the face of the financial statements or in the business sector footnotes to the financial statements and in which Paradigm operatesManagement’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and Paradigm results of operations of the Company and its Subsidiaries have Restricted Subsidiaries. (b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144 under the Securities Act, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act. (d) Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not entered into constitute constructive notice of any material transactions information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (other than in as to which the Ordinary Course of Business) other than as reflected in the Commission FilingsTrustee is entitled to rely exclusively on Officer’s Certificates).

Commission Reports. Paradigm has filed with Whether or not required by the United States Securities Commission, so long as any Notes are outstanding, the Guarantor shall furnish to the Trustee and Exchange Commission the Holders of Notes, within the time periods specified in the Commission’s rules and regulations: (the "Commission"a) all forms, reports, filings, proxy materials, registration statements quarterly and other documents annual reports that would be required to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements Commission on Forms 10-Q and 10-K if the Guarantor were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the U.S. federal securities laws and did not contain any untrue statement of annual information only, a material fact or omit to state a material fact report on the annual financial statements by the Guarantor’s independent registered public accountants; and (b) all current reports that would be required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in filed with the Commission Filings fairly presents in all material respects on Form 8-K if the financial position of Paradigm and its consolidated Subsidiaries as of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm and its consolidated Subsidiaries for the respective period or as of the respective date set forth thereinGuarantor were required to file such reports. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been All such reports shall be prepared in accordance with generally accepted accounting principles applied on the rules and regulations of the Commission applicable to such reports. In addition, following the consummation of the merger of a consistent basis during subsidiary of the period involvedGuarantor with and into the Company (the “Merger”), except as otherwise noted thereinwhether or not required by the Commission, the Guarantor shall file a copy of all of the information and subject, reports referred to in clauses (a) and (b) above with the Commission for public availability within the time periods specified in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 Commission’s rules and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on regulations (unless the Commission Filings will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Guarantor’s reporting obligations with respect to its purchase clauses (a) and (b) above shall be deemed satisfied in the event the Guarantor files such reports with the Commission on ▇▇▇▇▇ (or any successor to ▇▇▇▇▇) and delivers a copy of such reports to the Trustee. If, at any time after consummation of the Paradigm Shares pursuant Merger, the Guarantor is no longer subject to this Agreement. Since June 30the periodic reporting requirements of the Exchange Act for any reason, 2000, there has been no material adverse change the Guarantor shall nevertheless continue filing the reports specified in the businesspreceding paragraphs with the Commission, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in within the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in time periods specified above unless the Commission Filingswill not accept such a filing. The Guarantor agrees that it will not take any action for the sole purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Guarantor’s filings for any reason, the Guarantor shall post such reports on its website within the time periods that would apply if the Guarantor were required to file those reports with the Commission.”

Commission Reports. Paradigm has filed (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall furnish to the Trustee for forwarding to the Holders of Notes, or file electronically with the United States Securities Commission through the Commission’s Electronic Data Gathering, Analysis and Exchange Commission Retrieval System (or any successor system), within the "time periods specified in the Commission"’s rules and regulations: (1) all formsquarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, reportsincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, filingswith respect to the annual information only, proxy materials, registration a report on the annual financial statements and other documents by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the Commission, the Company shall file a copy of all of the U.S. federal information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to Holders, securities laws analysts and did not contain prospective investors upon request. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any untrue statement of a material fact or omit Notes remain outstanding, they shall furnish to state a material fact the Holders and to prospective investors, upon their request, the information required to be stated therein or necessary in order delivered pursuant to make Rule 144A(d)(4) under the statements made thereinSecurities Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, in light then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the circumstances under which they were madefinancial statements or in the footnotes thereto, not misleading. Each and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the consolidated balance sheets (including the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm condition and its consolidated Subsidiaries as of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm the Company and its consolidated Restricted Subsidiaries for separate from the respective period or as financial condition and results of operations of the respective date set forth therein. Each Unrestricted Subsidiaries of the consolidated balance sheets Company. (c) Delivery of such reports, information, and statements documents to the Trustee pursuant to the provisions of operations this Section 4.02 is for informational purposes only and cash flows (the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the related notesCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (d) included in Notwithstanding anything herein to the Commission Filings has been prepared in accordance contrary, the Company will not be deemed to have failed to comply with generally accepted accounting principles applied on a consistent basis during any of its obligations under this covenant for purposes of Section 6.01(4) until 90 days after the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of date any exemption granted thereunder. Paradigm acknowledges that CGG report hereunder is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission Filingsdue.

Commission Reports. Paradigm has filed with Whether or not required by the United States Securities rules and Exchange Commission regulations of the Commission, so long as any Notes are outstanding, AirGate shall furnish to the Trustee and the Holders of Notes (the "Commission"i) all forms, reports, filings, proxy materials, registration statements quarterly and other documents annual financial information that is required to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements Commission on Forms 10-Q and 10-K to the extent AirGate does not file such Forms with the Commission, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the U.S. federal securities laws annual information only, a report on the annual financial statements by AirGate's independent accountants and did not contain any untrue statement of a material fact or omit to state a material fact (ii) all current reports that are required to be stated therein or necessary in order filed with the Commission on Form 8-K to make the statements made thereinextent AirGate does not file such reports with the Commission. If AirGate has designated any of its Subsidiaries as Unrestricted Subsidiaries, in light then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the circumstances under which they were madefinancial statements or in the footnotes thereto, not misleading. Each and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the consolidated balance sheets financial condition and results of operations of AirGate and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of AirGate. In addition, whether or not required by the Commission, AirGate shall file a copy of all of the information and reports referred to in clauses (including i) and (ii) above with the related notes) included Commission for public availability unless the Commission will not accept such a filing, within the time periods specified in the Commission Filings fairly presents in Commission's rules and regulations, and make such information available to securities analysts and prospective investors upon request. AirGate shall at all material respects times comply with TIA ss. 314(a). To the extent AirGate does not publicly file such financial information with the Commission, the financial position information shall be filed with the Trustee and mailed to the Holders at the expense of Paradigm AirGate at their addresses appearing in the register of Notes maintained by the Registrar, within 90 days after the end of AirGate's fiscal years and its consolidated Subsidiaries as within 45 days after the end of the respective date thereof, and each of the first three quarters of each such fiscal year. AirGate shall provide the Trustee with a sufficient number of copies of all reports and other related statements (including documents and information and, if requested by AirGate, the related notes) included therein fairly presents in all material respects Trustee will deliver such reports to the results of operations and cash flows of Paradigm and its consolidated Subsidiaries for the respective period or as of the respective date set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to Holders under this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission FilingsSection 4.3.

Commission Reports. Paradigm has filed From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the United States Securities Commission on Forms 10-Q and Exchange Commission 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (the "Commission"ii) all forms, reports, filings, proxy materials, registration statements and other documents current reports that would be required to be filed by it under with the U.S. federal securities laws Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods set forth in the Commission's rules and regulations (the "Commission FilingsRequired Filing Dates"). The Commission Filings (as In addition, whether or not required by the rules and regulations of their respective filing datesthe Commission, mailing dates or effective datesat any time after the consummation of the Exchange Offer contemplated by the Registration Right Agreement, as the case may be) complied in Company shall file a copy of all material respects such information and reports with the applicable requirements of Commission for public availability by the U.S. federal Required Filing Dates (unless the Commission will not accept such a filing) and make such information available to securities laws analysts and did prospective investors upon request. In addition, at all times that the Commission does not contain accept the filings provided for in the preceding sentence, the Company and the Guarantors have agreed that, for so long as any untrue statement of a material fact or omit Notes remain outstanding, they shall furnish to state a material fact the Holders and to securities analysts and prospective investors, upon their request, the information required to be stated therein or necessary in order delivered pursuant to make Rule 144A(d)(4) under the statements made therein, in light Securities Act. The financial information to be distributed to Holders of Notes shall be filed with the circumstances under which they were made, not misleading. Each of Trustee and mailed to the consolidated balance sheets (including the related notes) included Holders at their addresses appearing in the Commission Filings fairly presents register of Notes maintained by the Registrar, promptly after each Required Filing Date, but in any event no later than 15 days following any such Required Filing Date. The Company shall provide the Trustee with a sufficient number of copies of all material respects reports and other documents and information and, if requested by the financial position of Paradigm Company and its consolidated Subsidiaries as of at the respective date thereofCompany's expense, and each of the other related statements (including Trustee will deliver such reports to the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm and its consolidated Subsidiaries for the respective period or as of the respective date set forth therein. Each of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to Holders under this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission FilingsSection 4.03.

Commission Reports. Paradigm has filed (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall furnish to the Trustee for forwarding to the Holders of Notes, or file electronically with the United States Securities Commission through the Commission’s Electronic Data Gathering, Analysis and Exchange Commission Retrieval system (or any successor system), within the "time periods specified in the Commission"’s rules and regulations: (1) all formsquarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, reportsincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, filingswith respect to the annual information only, proxy materials, registration a report on the annual financial statements and other documents by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the Commission, the Company shall file a copy of all of the U.S. federal information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to Holders, securities laws analysts and did not contain prospective investors upon request. (b) If the Company has designated any untrue statement of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a material fact or omit to state a material fact required to be stated therein or necessary in order to make reasonably detailed presentation, either on the statements made therein, in light face of the circumstances under which they were madefinancial statements or in the footnotes thereto, not misleading. Each and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the consolidated balance sheets (including the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm condition and its consolidated Subsidiaries as of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm the Company and its consolidated Restricted Subsidiaries for separate from the respective period or as financial condition and results of operations of the respective date set forth therein. Each Unrestricted Subsidiaries of the consolidated balance sheets Company. (c) Delivery of such reports, information, and statements documents to the Trustee pursuant to the provisions of operations this Section 4.02 is for informational purposes only and cash flows (the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the related notes) included in Company’s compliance with any of its covenants hereunder (as to which the Commission Filings has been prepared in accordance with generally accepted accounting principles applied Trustee is entitled to rely exclusively on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission FilingsOfficers’ Certificates).

Commission Reports. Paradigm has filed (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall furnish to the Trustee for forwarding to the Holders of Notes, within the time periods specified in the Commission's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the United States Securities Commission on Forms 10-Q and Exchange Commission 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (the "Commission"2) all forms, reports, filings, proxy materials, registration statements and other documents current reports that would be required to be filed by it under the U.S. federal securities laws (the "Commission Filings"). The Commission Filings (as of their respective filing dates, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the Commission, the Company shall file a copy of all of the U.S. federal information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to Holders, securities laws analysts and did not contain prospective investors upon request. (b) If the Company has designated any untrue statement of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a material fact or omit to state a material fact required to be stated therein or necessary in order to make reasonably detailed presentation, either on the statements made therein, in light face of the circumstances under which they were madefinancial statements or in the footnotes thereto, not misleading. Each and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the consolidated balance sheets (including the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm condition and its consolidated Subsidiaries as of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm the Company and its consolidated Restricted Subsidiaries for separate from the respective period or as financial condition and results of operations of the respective date set forth therein. Each Unrestricted Subsidiaries of the consolidated balance sheets Company. (c) Delivery of such reports, information, and statements documents to the Trustee pursuant to the provisions of operations this Section 4.02 is for informational purposes only and cash flows (the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the related notes) included in Company's compliance with any of its covenants hereunder (as to which the Commission Filings has been prepared in accordance with generally accepted accounting principles applied Trustee is entitled to rely exclusively on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission FilingsOfficers' Certificates).

Commission Reports. Paradigm has filed (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes, within the time periods specified in the Commission’s rules and regulations (including any permitted extensions): (i) all quarterly and annual financial information that would be required to be contained in a filing with the United States Securities Commission on Forms 10-Q and Exchange Commission 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. Each quarterly and annual report filed on Form 10-Q or 10-K shall include (A) the "Commission"Company’s Weighted Average Retail Attrition Rate for the three fiscal quarters ended at the end of the period covered by such report and (B) the Company’s Retail Attrition Rate for the fiscal quarter ended at the end of the period covered by such report; and (ii) all forms, reports, filings, proxy materials, registration statements and other documents current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, provided that the Company shall not be required to deliver any such quarterly report or information or current report if such report or information is filed with the Commission and made publicly available on the Commission’s E▇▇▇▇ website. (b) In addition, whether or not required by it under the U.S. federal securities laws Commission, the Company will file a copy of all of the information and reports referred to in clauses (a)(i) and (ii) above with the "Commission Filings"for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing). The Commission Filings (In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as of any Notes remain outstanding, they will furnish to the Holders, upon their respective filing datesrequest, mailing dates or effective dates, as the case may be) complied in all material respects with the applicable requirements of the U.S. federal securities laws and did not contain any untrue statement of a material fact or omit to state a material fact information required to be stated therein or necessary in order delivered pursuant to make Rule 144A(d)(4) under the statements made thereinSecurities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, in light then the quarterly and annual financial information required by Section 4.03(a) (d) shall include a reasonably detailed presentation, either on the face of the circumstances under which they were madefinancial statements or in the footnotes thereto, not misleading. Each and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the consolidated balance sheets (including the related notes) included in the Commission Filings fairly presents in all material respects the financial position of Paradigm condition and its consolidated Subsidiaries as of the respective date thereof, and each of the other related statements (including the related notes) included therein fairly presents in all material respects the results of operations and cash flows of Paradigm the Company and its consolidated Restricted Subsidiaries for separate from the respective period or as financial condition and results of operations of the respective date set forth therein. Each Unrestricted Subsidiaries of the consolidated balance sheets and statements of operations and cash flows (including the related notes) included in the Commission Filings has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the period involved, except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Paradigm has fully complied in all material respects with the Israeli Securities Law of 1968 and with the applicable term of any exemption granted thereunder. Paradigm acknowledges that CGG is relying on the Commission Filings with respect to its purchase of the Paradigm Shares pursuant to this Agreement. Since June 30, 2000, there has been no material adverse change in the business, financial condition or results of Paradigm and its Subsidiaries, taken as a whole, other than changes prevailing in the business sector in which Paradigm operates, and Paradigm and its Subsidiaries have not entered into any material transactions (other than in the Ordinary Course of Business) other than as reflected in the Commission FilingsCompany.