Common use of Reports Clause in Contracts

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 (showing in reasonable detail, in the footnotes to the financial statements and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" (in each case to the extent not prohibited by the SEC's rules and regulations): (a) 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; and (b) the Tower Cash Flow for the most recently completed fiscal quarter and the Adjusted Consolidated Cash Flow for the most recently completed four-quarter period) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Company's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § (S) 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so Acquiror has timely filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed by it with the SEC on Form 8-K since January 1, 1997 pursuant to the Exchange Act which complied, at the time of filing, in all material respects with applicable requirements of the Exchange Act (collectively, the "Acquiror SEC Reports"). None of Acquiror SEC Reports, as of their respective dates, contained or, if filed after the Company were date hereof, will contain any untrue statement of a material fact or omitted or, if filed after the date hereof, will omit to state a material fact required to file such reports. The Company shall at all times comply with TIA § 314(a)be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent superseded by an Acquiror SEC Report filed subsequently and prior to the date hereof. (b) The Company consolidated statements of financial position and the Guarantors shall furnish to related consolidated statements of operations, stockholders' equity and cash flows (including the Holders related notes thereto) of Acquiror included in the Acquiror SEC Reports complied in all material respects with applicable accounting requirements and Beneficial Owners the published rules and Regulations of the NotesSEC with respect thereto, prospective purchasers have been prepared in conformity with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the Notes SEC) applied on a basis consistent with prior periods (except as otherwise noted therein), and securities analystspresent fairly the consolidated financial position of Acquiror as at their respective dates, upon their requestand the consolidated results of its operations and its cash flows for the periods presented therein subject, in the informationcase of the unaudited interim financial statements, if any, required to normal year-end adjustments that have not been and are not expected to be delivered pursuant to Rule 144A(d)(4) under the Securities Actmaterial in amount. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with place on its website and make available to the SEC Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (unless or copies of such portions of any of the SEC will not accept such foregoing as the Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting therein with respect to file, the same with the SECan accelerated filer. In addition, the Company will furnish make such reports and information available to the Trustee and, securities analysts and prospective investors upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company and the Subsidiary Guarantors 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) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section and the Holders of Notes if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system or on the Company’s website and such reports are publicly available. (e) The delivery of the foregoing annual reports, information, documents and other reports to the Trustee is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods period specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five 10 Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company’s filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or ▇▇▇▇▇) system or any successor thereto shall satisfy the reporting obligation described above. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (dc) Delivery of reportssuch information, information documents and documents reports to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. So long as any Securities are outstanding: (ai) Notwithstanding the Company shall provide the Trustee and Holders of Securities with annual consolidated financial statements for each fiscal year audited by an internationally recognized firm of independent public accountants within 120 days after the end of the Company’s fiscal year and unaudited quarterly financial statements (including a balance sheet, statement of operations and statement of cash flows for the fiscal quarter and year-to-date period then ended and the corresponding fiscal quarter and year-to-date period from the prior year) within 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such annual and quarterly financial statements will (i) be prepared in accordance with GAAP (with the exception of the absence of year-end adjustments and footnotes in the case of quarterly financial statements) and (ii) be accompanied by a “management discussion and analysis” of the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods presented in a level of detail comparable (in the reasonable judgment of the Company) to the management discussion and analysis of the results of operations of the Company contained in the Offering Memorandum. Unless otherwise publicly available, such financial statements and related discussion shall be made available to Holders of Securities and prospective investors in the Securities by posting on a password protected website accessible by all such persons, which shall announce when such items have been posted (it being understood that the Company may not be subject require a certification and customary non-disclosure agreement to access such site); and (ii) the Company shall furnish to the reporting requirements Trustee and Holders of Section 13 or 15(dSecurities all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02 and 5.01 (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Company in good faith, which determination shall be conclusive)) if the Company had been a reporting company under the Exchange Act; provided, so long as any Notes are outstandinghowever, that no such report will be required to be furnished if the Company determines in its good faith judgment (which determination shall be conclusive) that such event is not material to Holders of the Securities or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment (which determination shall be conclusive) that such disclosure would otherwise cause material competitive or other material harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided that such non-disclosure shall be limited only to those specific provisions that would cause material competitive or other material harm and not the occurrence of the event itself; provided, further, that no such report will file with be required to include a summary of the SEC terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (unless or any of its Subsidiaries) and any director, manager or executive officer, of the SEC will not accept such a filingCompany (or any of its Subsidiaries). All information to be furnished pursuant to this clause (ii) for public availability shall be furnished within the time periods specified in the SEC’s rules and regulations for non-accelerated filer reporting companies under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required Act. Information to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered furnished pursuant to Rule 144A(d)(4this clause (ii) under shall be made by posting on the Securities Act. website referred to in clause (ci) above. If after the Issue Date the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph clauses (ai) of this Section 4.03 and (ii) above shall include a reasonably detailed presentationpresentation (which may be consistent with the non-guarantor information provided in the Offering Memorandum), either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations and Financial Condition” or comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. So long as any Securities are outstanding, the financial condition and results Company shall also issue a notification (which can be a notification through the website described above or by email to registered Holders of operations Securities) upon the posting of the Unrestricted information required by clauses (i) and (ii) above. The Company shall hold a conference call for the Holders of Securities to discuss such financial information described in clause (i) above no later than 10 calendar days after delivering the annual financial information and the quarterly financial information described in clause (i) above (it being understood that such conference call may be prior to the delivery of such financial information described above and may be the same conference call as with the Company’s equity or debt investors and analysts at the time of its earnings release). The Company will issue a notification (which can be a notification through the website described above or by email to registered Holders of Securities) of any such conference call at least one Business Day in advance. In addition, for so long as the Securities are not freely transferable under the Securities Act, the Issuers and the Subsidiary Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that any direct or indirect parent of the Company is or becomes a guarantor (a “Parent Guarantor”) of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Guarantor and any of its Subsidiaries other than the Company and its Subsidiaries. , on the one hand, and the information relating to the Company and the Subsidiaries of the Company on a stand-alone basis, on the other hand. Notwithstanding anything to the contrary set forth above, if the Company, a Parent Guarantor or any Parent Entity has provided the reports described in the preceding paragraphs with respect to the Company, such Parent Guarantor or any Parent Entity, in each case, the Company shall be deemed to be in compliance with the provisions of this Section 4.02. To the extent any such information, reports or other documents are filed electronically on the SEC’s Electronic Data Gathering and Retrieval System (d) or any successor system), such filing shall be deemed to be delivered to the holders of the Securities and the Trustee. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports. So long as any Securities are outstanding: (ai) Notwithstanding the Company shall provide the Trustee and Holders of Securities with annual consolidated financial statements for each fiscal year audited by an internationally recognized firm of independent public accountants within 120 days after the end of the Company’s fiscal year and unaudited quarterly financial statements (including a balance sheet, statement of operations and statement of cash flows for the fiscal quarter and year-to-date period then ended and the corresponding fiscal quarter and year-to-date period from the prior year) within 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such annual and quarterly financial statements will (i) be prepared in accordance with GAAP (with the exception of the absence of year-end adjustments and footnotes in the case of quarterly financial statements) and (ii) be accompanied by a “management discussion and analysis” of the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods presented in a level of detail comparable (in the reasonable judgment of the Company) to the management discussion and analysis of the results of operations of the Company contained in the Offering Memorandum. Unless otherwise publicly available, such financial statements and related discussion shall be made available to Holders of Securities and prospective investors in the Securities by posting on a password protected website accessible by all such persons, which shall announce when such items have been posted (it being understood that the Company may not be subject require a certification and customary non-disclosure agreement to access such site); and (ii) the Company shall furnish to the reporting requirements Trustee and Holders of Section 13 or 15(dSecurities all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02 and 5.01 (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Company in good faith, which determination shall be conclusive)) if the Company had been a reporting company under the Exchange Act; provided, so long as any Notes are outstandinghowever, that no such report will be required to be furnished if the Company determines in its good faith judgment (which determination shall be conclusive) that such event is not material to Holders of the Securities or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment (which determination shall be conclusive) that such disclosure would otherwise cause material competitive or other material harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided that such non-disclosure shall be limited only to those specific provisions that would cause material competitive or other material harm and not the occurrence of the event itself; provided, further, that no such report will file with be required to include a summary of the SEC terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (unless or any of its Subsidiaries) and any director, manager or executive officer, of the SEC will not accept such a filingCompany (or any of its Subsidiaries). All information to be furnished pursuant to this clause (ii) for public availability shall be furnished within the time periods specified in the SEC’s rules and regulations for non-accelerated filer reporting companies under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required Act. Information to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered furnished pursuant to Rule 144A(d)(4this clause (ii) under shall be made by posting on the Securities Act. website referred to in clause (ci) above. If after the Issue Date the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph clauses (ai) of this Section 4.03 and (ii) above shall include a reasonably detailed presentationpresentation (which may be consistent with the non-guarantor information provided in the Offering Memorandum), either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations and Financial Condition” or comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. So long as any Securities are outstanding, the financial condition and results Company shall also issue a notification (which can be a notification through the website described above or by email to registered Holders of operations Securities) upon the posting of the Unrestricted information required by clauses (i) and (ii) above. The Company shall hold a conference call for the Holders of Securities to discuss such financial information described in clause (i) above no later than 10 calendar days after delivering the annual financial information and the quarterly financial information described in clause (i) above (it being understood that such conference call may be prior to the delivery of such financial information described above and may be the same conference call as with the Company’s equity or debt investors and analysts at the time of its earnings release). The Company will issue a notification (which can be a notification through the website described above or by email to registered Holders of Securities) of any such conference call at least one Business Day in advance. In addition, for so long as the Securities are not freely transferable under the Securities Act, the Issuers and the Subsidiary Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that any direct or indirect parent of the Company is or becomes a guarantor (a “Parent Guarantor”) of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Guarantor and any of its Subsidiaries other than the Company and its Subsidiaries. , on the one hand, and the information relating to the Company and the Subsidiaries of the Company on a stand-alone basis, on the other hand. The filing requirements set forth above for the applicable period may be satisfied by the Company (di) prior to the consummation of a Qualified IPO, by a Parent Entity filing a registration statement in connection with a potential Qualified IPO or (ii) prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and, in each case, satisfying the requirements set forth in the preceding paragraph. Notwithstanding anything to the contrary set forth above, if the Company, a Parent Guarantor or any Parent Entity has provided the reports described in the preceding paragraphs with respect to the Company, such Parent Guarantor or any Parent Entity, in each case, the Company shall be deemed to be in compliance with the provisions of Section 4.02. To the extent any such information, reports or other documents are filed electronically on the SEC’s Electronic Data Gathering and Retrieval System (or any successor system), such filing shall be deemed to be delivered to the holders of the Securities and the Trustee. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to rules and regulations of the reporting requirements Commission and in lieu of Section 13 or 15(d) 7.4 of the Exchange ActBase Indenture, so long as any Notes are outstandingOutstanding, the Company will file with shall furnish to the SEC Holders or cause the Trustee (unless upon its receipt from the SEC will not accept such a filingCompany) for public availability within to furnish to the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting 30 days after the Company is required to file, file the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission: (1i) all quarterly and annual financial and other information with respect to reports that the Company and its Subsidiaries that is required to file, or would be required to be contained in a filing file with the SEC Commission, on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2ii) all current reports that the Company is required to file, or would be required to be filed file with the SEC Commission, on Form 8-K if the Company were required to file such reports. The Company ; provided that any such above information or reports filed with the ▇▇▇▇▇ system of the Commission (or any successor system) and available publicly on the Internet shall at all times comply with TIA § 314(a)be deemed to be furnished to the Holders of Notes. (b) The Company and the Guarantors All such reports shall furnish to the Holders and Beneficial Owners be prepared in all material respects in accordance with all of the Notesrules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, prospective purchasers whether or not required by the Commission, the Company shall file a copy of all of the Notes reports referred to in Section 5.1(a)(i) and securities analysts, upon their request, (ii) with the information, Commission for public availability within the time periods specified in the Commission’s rules and regulations applicable to such reports for the status of the filer that the Company would otherwise be if any, it were required to be delivered pursuant file reports with the Commission, subject to extension as set forth in Rule 144A(d)(412b-25(b)(ii) under the Securities ActExchange Act (or any successor provision) (unless the Commission shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it shall not take any action that would cause the Commission not to accept such filings. If, notwithstanding the foregoing, the Commission will not accept such filings for any reason, the Company will post the reports specified in Section 5.1(a) hereof on its publicly accessible website within the time periods that would apply if the Company were required to file those reports with the Commission. (c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIf, thenand so long as, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face all of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Capital Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate family and its Restricted Subsidiaries separate from corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the financial condition and results of operations Commission under Section 13(a) or 15(d) of the Unrestricted Subsidiaries. (dExchange Act, the requirements in Section 5.1(a) Delivery of reports, information and documents to shall be deemed satisfied by the Trustee under this Section is for informational purposes only and the Trustee’s receipt filing by such Parent of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained reports specified in Section 5.1(a) hereof within the time periods specified therein.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, (unless the foregoing have been so filed and made publicly available, within five Business Days of SEC will not accept such a filing, or attempting to file, the same with the SEC, in which case the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:, within the time periods specified in the SEC’s rules and regulations): (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The For as long as the Notes remain outstanding, if at any time the Company is not required to file the reports required by this Section 4.03 with the SEC, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, and to securities analysts and prospective purchasers of investors in the Notes and securities analystsNotes, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have provided such information to the Holders of the Notes, securities analysts and prospective investors in the Notes if it has filed reports containing such information with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with make available to the Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC (unless may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the SEC will not accept such Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information therein with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)an accelerated filer. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, 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) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section is for informational purposes only and the TrusteeHolders of Notes if it has filed such reports with the SEC using the ▇▇▇▇▇ filing system or on the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite and such reports are publicly available.

Reports. Prior to consummation of the Exchange Offer and when any Notes under this Indenture are outstanding, the Company will provide to the Trustee and the holders of Notes: (a) Notwithstanding within 90 days after the end of the Company’s fiscal year, financial statements and management’s discussion and analysis of financial condition and results of operations substantially equivalent to that which would be required to be included in an Annual Report on Form 10-K of the Company were the Company subject to an obligation to file such a report under the Exchange Act, and (b) within 45 days after the end of each of the first three fiscal quarters in each fiscal year of the Company, financial statements and management’s discussion and analysis of financial condition and results of operations substantially equivalent to that which would be required to be included in a Quarterly Report on Form 10-Q of the Company were the Company subject to an obligation to file such a report under the Exchange Act; provided, however, that the reports set forth in clauses (a) and (b) above shall not be required to: (x) contain any certification required by any such form or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, (y) include separate financial statements of any Guarantor or (z) include any exhibit. Following consummation of the Exchange Offer, notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC will not accept pursuant to such a filingSection 13(a) for public availability or 15(d) or would be so required to file if the Company were so subject within the time periods specified above. The Company will also, within 15 days after the time periods specified above, transmit by mail to all Holders, as their names and addresses appear in the SEC’s 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. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files with the SEC and provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods specified by the applicable rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company will furnish comply with the other provisions of TIA § 314(a). Notwithstanding the foregoing, the requirements of this Section 405 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC of the Exchange Offer registration statement or shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Circular, to the extent filed within the times specified above, or (2) by posting on the Company’s website (or that of any of its parent companies) or providing such reports to the Trustee andwithin 15 days after the time periods specified above, upon its prior request, to any the financial information (including a “Management’s discussion and analysis of the Holders or Beneficial Owners results of the Notes: (1operations and financial condition” section) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained included in a filing such reports, subject to exceptions consistent with the SEC on Forms 10-Q and 10-K if presentation of financial information in the Offering Circular. Notwithstanding anything herein to the contrary, the Company were required will not be deemed to file such Forms, including a “Management’s Discussion and Analysis have failed to comply with any of Financial Condition and Results its agreements set forth under this Section 405 for purposes of Operations” and, with respect to Section 601(v) until 120 days after the annual information only, a date any report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required provided by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries405 is due. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding The Company, pursuant to §314(a) of the TIA, shall file with the Trustee, within the time periods specified in the Securities Act with respect to the Company’s filing status, copies of the annual and quarterly reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company files with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports that may not be subject required pursuant to Section 13 of the reporting requirements Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided, however that any such information, documents or reports filed electronically with the Commission pursuant to Section 13 or 15(d) of the Exchange ActAct shall be deemed filed with, and delivered to, the Trustee; provided, further, the Company shall notify the Trustee if it shall fail to so long as file any Notes are outstandingsuch information, documents or reports with the Commission. In addition, the Company will file with the SEC (unless the SEC will not accept make such a filing) for public availability within the time periods specified in the SEC’s rules reports and regulations under the Exchange Act and, unless the foregoing have been so filed information available to securities analysts and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, prospective investors upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 7.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company and the Subsidiary Guarantors 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) Delivery The Company shall be deemed to have furnished such reports to the Trustee and the Holders of Notes if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system or on the Company’s website and such reports are publicly available. The Trustee shall have no obligation to monitor whether the Company posts such reports, information and documents on its website or the Commission’s ▇▇▇▇▇ service, or collect any such reports, information and documents from the Company’s website or the Commission’s ▇▇▇▇▇ service. (e) The delivery of the foregoing annual reports, information, documents and other reports to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (f) The Company shall deliver to the Trustee prompt written notice of the occurrence of any Default hereunder or any event of default under the First Lien Credit Agreement.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC’s rules and regulations, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Trustee and Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1) all quarterly and annual financial and other information with respect to reports of the Company and its Subsidiaries that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2) all current reports of the Company that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders. To the extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of the Notes, in each case at all times comply with TIA § 314(a)the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph. (b) The In addition, the Company and agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the Guarantors shall reports required by the preceding paragraphs with the SEC, it will furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If Notwithstanding the foregoing, the foregoing obligations may be satisfied with respect to financial and other information of the Company has designated by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra Energy (or any other direct or indirect parent of its Subsidiaries the Company) or (ii) Vistra Energy’s (or any other direct or indirect parent of the Company, as Unrestricted Subsidiariesapplicable) Form 8-K, then10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the extent materialsuch information relates to Vistra Energy (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the quarterly and annual financial differences between the information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationrelating to Vistra Energy or such other parent, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries separate do not differ from the financial condition Total Assets and results the Consolidated EBITDA, respectively, of operations Vistra Energy (or any other direct or indirect parent of the Unrestricted SubsidiariesCompany) and its consolidated Subsidiaries by more than 2.5%). (d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely on an Officer’s Certificate).

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, For so long as the Note or any Notes of the Holder Preferred Shares are outstanding, the Company will file with shall deliver to the SEC (unless Investor, to the SEC will extent the Investor has not accept such a filing) for asked the Company in writing not to be privy to any material, non-public availability within information concerning the time periods specified in the SEC’s rules and regulations under the Exchange Act andCompany, unless the foregoing have been so filed and made publicly as soon as available, (i) but in any event within five Business Days thirty (30) days after the end of filingeach calendar month, or attempting to filea Company prepared consolidated and consolidating income statement, the same with the SEC, the Company will furnish in a form reasonably acceptable to the Trustee and, upon its prior request, to any Investor and certified by an executive officer of the Holders or Beneficial Owners Company, (ii) but in any event within forty-five (45) days after the end of each calendar quarter, a Company prepared balance sheet as of the Notes: end of such period, in a form reasonably acceptable to the Investor and certified by an executive officer of the Company, (1iii) all quarterly reports, materials and annual financial notices furnished to the Company’s senior lender (presently Bank Leumi) as and other when provided to the Company’s senior lender, (iv) all reports, materials and notices furnished to the Board of Directors or any committee thereof as and when provided to the members of the Board of Directors or any committee thereof and (v) such information with respect relating to the Company and its Subsidiaries as from time to time may reasonably be requested by the Investor provided that would be required it is not unduly burdensome for the Company to provide such requested information. The Company shall cause all financial statements to be contained delivered pursuant to this Section 8.2 as to which GAAP is applicable to be complete and correct in a filing all material respects (subject, in the case of interim financial statements, to normal year-end adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein. Notwithstanding the foregoing, except with respect to the reports and information to be furnished to the Investor in accordance with the SEC on Forms 10-Q first sentence of this Section 8.2 or as otherwise requested, in writing, by the Investor and 10-K if information furnished to any member of the Board of Directors of the Company were required that is Affiliated with the Investor, the Company shall not disclose material non-public information to file the Investor, or to advisors to or representatives of the Investor, unless prior to disclosure of such Formsinformation the Company identifies such information as being material non-public information and provides the Investor, including such advisors and representatives with the opportunity to accept or refuse to accept such material non-public information for review. The Investor agrees to execute a “Management’s Discussion non-disclosure agreement, in form and Analysis of Financial Condition substance similar to the existing non-disclosure agreement between the Company and Results of Operations” andthe Investor, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required delivered to be filed it in accordance with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries8.2. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Senior Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Senior Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 (showing in reasonable detail, 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, 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) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) Whether or not required by the rules and regulations of the SEC, at any time after the Company files the Exchange Offer Registration Statement, the Company shall file a copy of all such information and reports with the SEC for public availability (unless the SEC shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) The Company and the Guarantors have agreed that, for so long as any Senior Notes remain outstanding, they shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations under applicable, if the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act andAct, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, to a U.S. corporation that is an accelerated filer or attempting to file, the same with the SEC, if the Company will furnish is not subject to the Trustee and, upon its prior requestreporting requirements of Section 13 or Section 15(d) of the Exchange Act, to any of the Holders or Beneficial Owners of the Notesa U.S. corporation that is a non-accelerated filer: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) The availability of the foregoing materials on the Commission’s website or on the Company’s website shall be deemed to satisfy the delivery obligations under clauses (a) and (b) of this Section 4.03. (d) Delivery For so long as any of reportsthe Notes remain outstanding and constitute “restricted securities” under Rule 144, information and documents the Company will furnish to the Trustee 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. (e) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company for so long as such parent company is for informational purposes only a guarantor of the Notes; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trustee’s receipt of information relating to the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany and its Subsidiaries on a standalone basis, on the other hand.

Reports. (a) Notwithstanding that Whether or not the Company may not be is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company will file with the Commission, so long as any Notes are outstanding, the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, and such documents shall be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. The Company will also, in the event the filing such documents by the Company with the Commission is not permitted by the Commission (i) within 15 days of each Required Filing Date, (a) transmit by mail to all holders of Notes, as their names and addresses appear in the Note register, without cost to such holders and (b) file with the Trustee copies of the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections and (ii) promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. In addition, the Company will file with the SEC (unless Commission and with the SEC will not accept such a filing) for public availability within the time periods specified Trustee, in the SEC’s accordance with rules and regulations under prescribed by the Exchange Act andCommission, unless the foregoing have been so filed such additional information, documents and made publicly available, within five Business Days of filing, or attempting reports with respect to file, the same compliance with the SECconditions and covenants provided for herein as may be required by such rules and regulations. Notwithstanding anything herein to the contrary, the Company will furnish not be deemed to the Trustee and, upon its prior request, have failed to comply with any of its agreements under this Section 4.02 for purposes of clause (iii) under Section 6.01(a) until 90 days after the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a date any report thereon by the Company’s certified independent accountants; and (2) all current reports that would be hereunder is required to be filed with the SEC on Form 8-K if Commission pursuant to this Section 4.02. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers holders of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If . The Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, by furnishing financial information relating to the extent materiala Parent Entity; provided that, the quarterly and annual financial same is accompanied by consolidating information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationthat explains in reasonable detail the differences between the information relating to such Parent Entity, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results other hand. For the avoidance of operations doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. Notwithstanding the foregoing, if the Company or any Parent Entity of the Unrestricted Subsidiaries. (d) Delivery Company has furnished the holders of reports, information and documents Notes or filed with the Commission the reports described in the preceding paragraphs with respect to the Trustee under Company or any Parent Entity, the Company shall be deemed to be in compliance with the provisions of this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.02.

Reports. (a) Notwithstanding that As of and following the Effective Date, the Administrator shall (i) prepare all reports required by Schedule II and the Annexes thereto and (ii) at the Company’s cost and expense, any additional reports reasonably requested by the Company may not be subject to in connection with the reporting requirements of Section 13 or 15(d) performance of the Exchange Act, so long as any Notes are outstanding, Services and such additional reports shall be prepared and delivered on a timely basis in order for the Company will file to comply with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified any filing deadlines required by Applicable Law or by contract and, in the SEC’s rules and regulations under the Exchange Act and, unless case of each of the foregoing have been so filed clauses (i) and made publicly available(ii), within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would such reports shall be required to be contained delivered in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon commercially reasonable format usable by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with , which, for the SEC on Form 8-K if avoidance of doubt, may differ from the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)format currently used by the Company, or as otherwise agreed by the parties. (b) The On a quarterly basis, (i) the Company shall prepare and the Guarantors shall furnish provide to the Holders Administrator a report containing a summary of any examinations or Actions initiated by a Governmental Authority or other Person with respect to which the Company has exercised its right to supervise and Beneficial Owners control the defense thereof in accordance with Section 7.2 or Section 7.6 in a form reasonably acceptable to the Administrator; and (ii) the Administrator shall prepare and provide to the Company a report containing a summary of any examinations or Actions initiated by a Governmental Authority or other Person relating to the Notes, prospective purchasers of Administered Business with respect to which the Notes Administrator is supervising and securities analysts, upon their request, controlling in a form reasonably acceptable to the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany. (c) If Administrator will provide Seller, Parent or their designated representatives (including their outside auditors) access to its ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Model Audit Rules control documentation and testing results related to the Administered Business, and access to the books, records and employees of the Administrator for purposes of independently performing tests of the Administrator’s documentation and controls, as reasonably requested by the Company has designated any from time to time; provided, in lieu of granting such access, the Administrator may engage its Subsidiaries as Unrestricted Subsidiaries, then, outside auditors to furnish to the extent materialCompany a report in accordance with Statements on Standards for Attestation Engagements No. 16 — Type II or AICPA Professional Standards AT Section 101 — Type II as applicable, covering the Administrator’s business operations, account reconciliation practices, information technology applications and information technology architecture as they relate to this Agreement. Additionally, commencing following the termination of the Transition Services Agreement and for as long as this Agreement is in effect, within fifteen (15) days after the end of each calendar quarter, the Administrator shall indicate to the Company whether the Administrator is aware of any issues with respect to internal controls that would prevent it from providing the certifications set forth in Schedule VIII and, within thirty (30) days after the end of each calendar quarter, deliver to the Company a completed quarterly management representation letter, substantially in the form set forth in Schedule VIII, signed by the authorized officers of the Administrator specified in Schedule VIII, on internal controls and annual financial information required any changes thereto or failures of compliance in respect thereof, in support of the management representation letter to be issued by paragraph (a) the Company to its independent accountants. Administrator agrees that the Administered Business will remain subject to its customary ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Model Audit Rules controls environment and standards. In the event that the nature of the Administered Business becomes such that the same level of controls and assurance is not needed, Administrator and the Company will work together to identify a mutually agreeable alternative approach such that the Company is able to satisfy its regulatory filing and audit requirements. For purposes of this Section 4.03 shall include a reasonably detailed presentation5.1(c), either on the face of the financial statements any “materiality” or in the footnotes similar determination with respect to the financial statements Administered Business shall be made by reference to the Reinsured Liabilities, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of not by reference to the financial condition and results of operations of the Company and Administrator or its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesconsolidated group. (d) Delivery The Company shall, by April 30 of reportseach year for which this Agreement remains in effect, information and documents provide to the Trustee Administrator an annual premium tax report (the “Annual Premium Tax Report”) that shows Premium Tax liability of the Company in respect of the Covered Insurance Policies (other than the Net Retained Liabilities Policies). The Annual Premium Tax Report will indicate any credits, deductions, or offsets that reduce the Reinsurer’s obligation to reimburse the Company for Premium Taxes under this Section is the terms of the Reinsurance Agreement. The Annual Premium Tax Report will reflect (i) any overpayment or underpayment by the Administrator (as Reinsurer under the Reinsurance Agreement) for informational purposes only Premium Taxes with respect to Quarterly Premium Tax Payments (as defined in Schedule II hereof) for the calendar year to which the Annual Premium Tax Report relates and (ii) any other relevant adjustments to Premium Taxes, which adjustments shall be described in reasonable detail in a schedule to the Trustee’s Annual Premium Tax Report. Such overpayment or underpayment will be paid by the appropriate party within 30 days of the receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinAnnual Premium Tax Report.

Reports. (a) Notwithstanding From and after the date that the Company (i) first produces financial statements for a completed fiscal year, including an unqualified report thereon from its independent public accountants, and (ii) provides a copy thereon to the Commission and resolves any comments thereof (such date, the “Financial Reporting Date”), notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company will shall file with the SEC (unless Commission, to the SEC will not accept extent such a filing) submissions are accepted for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same filing with the SECCommission, the Company will and shall furnish to the Trustee andTrustee, upon its prior request, within 15 days after it is or would have been required to any of be filed with the Holders or Beneficial Owners of the NotesCommission: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports information that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Prior to the Financial Reporting Date, the Company shall at all times comply deliver the information set forth in clauses (i) and (ii) above to the Trustee and the Holders within 15 days after it would have been required to be filed with TIA § 314(athe Commission; provided however that the Company need not (1) provide balance sheet information (other than cash, debt and capital expenditure information consistent with the information provided in its monthly operating reports), cash flow or stockholder’s equity data, or any footnotes to the financial information (or any management’s discussion and analysis of financial condition and results of operations related to such information) and may provide income statement data in a manner consistent with the monthly operating reports or (2) obtain a report thereon from its independent public accountants, and such information may be designated by the Company as subject to further review and adjustment. Prior to the Financial Reporting Date, the Company shall submit for review by the audit committee of the Board of Directors on a quarterly basis any financial information prepared by the Company and delivered pursuant to this Section 4.03(a). (b) The Company and shall use reasonable best efforts to achieve the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActFinancial Reporting Date as soon as is practicable. (c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include in good faith seek a reasonably detailed presentation, either rating on the face Notes from ▇▇▇▇▇’▇ and S&P within 30 days of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesReporting Date. (d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, the Company shall cause its annual reports to stockholders and any quarterly or other financial reports furnished by it to stockholders that are not filed via ▇▇▇▇▇ generally to be filed with the Trustee and mailed no later than the date such materials are mailed or made available to the Company’s stockholders, to the Holders at their addresses as set forth in the register of securities maintained by the Registrar.

Reports. (a) Notwithstanding that Whether or not the Company may not be is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company will file with the Commission, so long as any Notes are outstanding, the annual reports, quarterly reports and other periodic reports which the Company will would have been required to file with the SEC Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, and such documents shall be filed with the Commission on or prior to the respective dates (unless the SEC will not accept such a filing“Required Filing Dates”) for public availability within by which the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing Company would have been required so filed and made publicly available, within five Business Days of filing, to file such documents if the Company were so subject. If the Company or attempting to file, the same any Parent Entity does not file reports containing such information with the SEC, then the Company will furnish to the Trustee and, upon its prior request, make available such information and such reports to any Holder of the Holders or Beneficial Owners Notes and to any beneficial owner of the Notes: (1) all quarterly and annual financial and other , in each case by posting such information with respect to at the times the Company and its Subsidiaries that would be required to be contained provide such information pursuant to the preceding paragraph on a password-protected website or online data system which will require a confidentiality acknowledgment, and will make such information readily available to any bona fide prospective investor, any securities analyst (to the extent providing analysis of investment in a filing with the SEC on Forms 10-Q and 10-K if Notes) or any market maker in the Notes who agrees to treat such information as confidential; provided that the Company were required shall post such information thereon and make readily available any password or other login information to file any such Formsbona fide prospective investor, including a “Management’s Discussion securities analyst or market maker; and Analysis of Financial Condition provided, further, that such Holders, beneficial owners, bona fide prospective investors, securities analysts and Results of Operations” andmarket makers shall agree to (A) treat all such reports (and information contained therein) as confidential, with respect (B) not to use such reports (and the information contained therein) for any purpose other than their investment or potential investment in the Notes and (C) not publicly disclose any such reports (and the information contained therein). In addition, to the annual information only, a report thereon extent not satisfied 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 foregoing, for so long as any Notes are outstanding, the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers holders of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If . The Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, by furnishing financial information relating to the extent materiala Parent Entity; provided that, the quarterly and annual financial same is accompanied by consolidating information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationthat explains in reasonable detail the differences between the information relating to such Parent Entity, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results other hand. For the avoidance of operations doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. Notwithstanding the foregoing, if the Company or any Parent Entity of the Unrestricted Subsidiaries. (d) Delivery Company has furnished the holders of reports, information and documents Notes or filed with the Commission the reports described in this Section 4.02 with respect to the Trustee Company or any Parent Entity, the Company shall be deemed to be in compliance with the provisions of this Section 4.02. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its agreements under this Section 4.02 for purposes of Section 6.01(a)(iii) until 120 days after the date any report hereunder is for informational purposes only and required to be filed with the TrusteeCommission (or posted in the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite) pursuant to this Section 4.02.

Reports. (ai) Notwithstanding that the Company may not be subject to the reporting requirements As of Section 13 or 15(d) their respective dates, none of the Exchange Act------- reports or other statements filed by UFB or UFB Bank on or subsequent to September 30, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same 1998 with the SEC, the Company FDIC and the OTS (collectively, "UFB's Reports"), contained, or will furnish contain, any untrue statement of a material fact or omitted or will omit to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be state a material fact required to be contained stated therein or necessary to make the statements made therein, in a light of the circumstances under which they were made, not misleading. Each of the financial statements of UFB included in UFB's Reports complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC on Forms 10with respect thereto and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by the SEC). Each of the consolidated statements of condition contained or incorporated by reference in UFB's Reports (including in each case any related notes and schedules) fairly presented, or will fairly present, as the case may be, (A) the financial position of the entity or entities to which it relates as of its date and each of the consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in UFB's Reports (including in each case any related notes and schedules), and (B) the results of operations, stockholders' equity and cash flows, as the case may be, of the entity or entities to which it relates for the periods set forth therein (subject, in the case of unaudited interim statements, to normal year-Q end audit adjustments that are not material in amount or effect), in each case in accordance with GAAP, except as may be noted therein. UFB has made available to SCCB a true and 10-K if complete copy of each of UFB's Reports filed with the Company SEC since September 30, 1998. (ii) UFB and each of its Subsidiaries have each timely filed all material reports, registrations and statements, together with any amendments required to be made with respect thereto, that they were required to file such Formssince April 1994 with (A) the OTS, including a “Management’s Discussion (B) the SEC, (C) the NASD and Analysis of Financial Condition (D) any other SRO, and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) have paid all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)fees and assessments due and payable in connection therewith. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes within the time periods specified in the SEC’s Commission's rules and regulations under (except as provided in the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: next paragraph) (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s certified 's independent accountants; and public accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 1003 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. Subsidiaries of the Company. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company shall (dexcept as provided in the next paragraph) file a copy of all such information and reports 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 securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a). Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Notwithstanding any other provision in this Section 1003, until December 31, 2004, the Company and the Guarantors shall not be required to provide, file or make available financial reports, information, documents or statements that the Company otherwise would have been required to provide, file or make available to the Trustee, the Commission, or any other Person pursuant to this Section 1003 on any date before December 31, 2004."

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with provide the SEC Trustee and the Holders of Notes within fifteen (unless 15) Business Days after filing, or in the SEC will not accept event no such a filingfiling is made or required, within fifteen (15) for public availability within Business Days after the end of the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesthose sections with: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company shall at all times comply will separately electronically deliver such reports to the Trustee). For the avoidance of doubt, the foregoing delivery requirements will be deemed satisfied by filings with TIA § 314(a)the SEC that are made jointly by Holdings and the Company. (b) The In addition, following the Issue Date, whether or not required by the SEC, the Company shall, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of the Guarantors preceding clause (a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsprospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (cd) If Notwithstanding anything herein to the contrary, the Company has designated shall not be deemed to have failed to comply with any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) provision of this reporting covenant for purposes of Section 4.03 shall include 6.01(4) hereof as a reasonably detailed presentation, either on the face result of the financial statements late filing or in provision of any required information or report until 90 days after the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesdate any such information or report was due. (de) Delivery of reports, information and documents referred to above, to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Notwithstanding that the The Company may not be subject shall furnish to the reporting requirements Trustee and, upon request, to Holders, beneficial owners and prospective investors a copy of Section 13 or 15(d) all of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC information and reports referred to in clauses (unless the SEC will not accept such a filingi) for public availability and (ii) below within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be is required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such FormsK, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports that would be are required to be filed with the SEC Commission on Form 8-K K. Whether or not required by the Commission, the Company shall comply with the periodic reporting requirements of the Exchange Act and shall file the reports specified in Section 4.03(a)(i) and Section 4.03(a)(ii) with the Commission within the time periods specified above unless the Commission shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission shall not accept the Company’s filings for any reason, the Company shall post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file such reports. The Company shall at all times comply those reports with TIA § 314(a)the Commission. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries. (c) The Issuers and the Guarantors, for so long as any Notes remain outstanding, shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of such reports, information and documents to the Trustee under pursuant to the provisions of this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Notwithstanding that Whether or not required by the Commission, so long as any Notes are Outstanding, the Company may not be will furnish to the Holders of Notes and the Trustee, within the time periods specified in the Commission’s rules and regulations for a company subject to the reporting requirements of under Section 13 13(a) or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) In addition, whether or not required by the Commission, the Company will file a copy of all of the 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 for a company subject to reporting under Section 13(a) or 15(d) of the Exchange Act (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Notwithstanding the foregoing, to the extent the Company files the information and reports referred to in clauses (1) and (2) above with the Commission and such information is publicly available on the Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the Holders of the Notes and to make such information available to securities analysts and prospective investors. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in clauses (1) and (2) above on its website within the time periods that would apply if the Company were required to file those reports with the Commission. (c) In addition, for so long as any Notes remain Outstanding, the Company and the Guarantors shall will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under of the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of any reports, information and documents by the Company or Guarantors to the Trustee under pursuant to the provisions of this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing same shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company Authority will file a copy of each of the following reports with the SEC for public availability (unless the SEC will not accept such a filing, in which case the Authority will otherwise publicly post such reports) for public availability and will furnish to the Holders and the Trustee (in each case which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto or by posting to the publicly available website of the Authority) within 15 days after the end of the time periods specified in the SEC’s rules and regulations under the Exchange Act andfor filings of current, unless the foregoing have been so filed quarterly and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesannual reports: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Authority 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 Authority and its consolidated subsidiaries (showing in reasonable detail, either on the face of the consolidated financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Authority and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Authority, to the extent that would be required by the rules, regulations or interpretive positions of the SEC) and, with respect to the annual information report only, a report thereon by the CompanyAuthority’s certified independent accountantsregistered public accounting firm; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Authority were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and So long as any Notes remain outstanding, at any time that the Guarantors shall Authority is not subject to Section 13 or 15(d) of the Exchange Act, the Authority will furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsNotes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 The Authority shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to file with the Trustee under this Section and provide to Holders (which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto), within 15 days after it files them with the NIGC, copies of all reports which the Authority is for informational purposes only and required to file with the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinNIGC pursuant to 25 C.F.R. Part 514.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods period specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five 10 Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company’s filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or ▇▇▇▇▇) system or any successor thereto shall satisfy the reporting obligation described above. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that The Borrower, and the Company may not Guarantor shall furnish, or cause to be subject furnished, to ADB all such reports as ADB shall reasonably request concerning (i) the Loan, and the expenditure of the proceeds and maintenance of the service thereof; (ii) the goods and services and other items of expenditure financed out of the proceeds of the Loan; (iii) the Project and the Project Executing Agency; (iv) the administration, operations and financial condition of the Borrower; and (v) any other matters relating to the reporting requirements of Section 13 or 15(d) purposes of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)Loan. (b) The Company and Without limiting the Guarantors generality of the foregoing, the Borrower shall furnish to ADB quarterly reports, or reports at such other later interval as may be agreed for this purpose between ADB and the Holders and Beneficial Owners Borrower on the execution of the NotesProject, prospective purchasers on the accomplishment of the Notes targets and securities analystsactions agreed between ADB and the Borrower, upon their and on the operation and management of the Project facilities. Such reports shall be submitted in such form and in such detail and within such a period as ADB shall reasonably request, and shall indicate, among other things, progress made and problems encountered during the informationquarter under review, if any, required steps taken or proposed to be delivered pursuant taken to Rule 144A(d)(4) under remedy these problems, and proposed program of activities and expected progress during the Securities Actfollowing quarter. (c) If Promptly after physical completion of the Company has designated Project, but in any event not later than three months thereafter or such later date as may be agreed for this purpose between the Borrower and ADB, the Borrower shall prepare and furnish to ADB a report, in such form and in such detail as ADB shall reasonably request, on the execution and initial operation of the Project, including its cost, the performance by the Borrower of its Subsidiaries as Unrestricted Subsidiaries, then, to obligations under this Loan Agreement and the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face accomplishment of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, purposes 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 SubsidiariesLoan. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a1) Notwithstanding that For so long as the Company may not be subject is required, pursuant to any of the respective indentures governing any outstanding series of the Existing Notes, to submit reports to the reporting requirements of Section 13 or 15(d) of Commission, the Exchange Act, Company shall (for so long as any Notes are remain outstanding) file (or furnish, as the Company will file case may be) with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules Commission and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of Notes and the NotesTrustee: (1i) all quarterly and within 120 days after the end of each fiscal year, annual financial and other information with respect to reports on the Company and its Subsidiaries that would be required to be contained in a filing with Commission’s Form 20-F or Form 40-F, as applicable, or any successor form; and (ii) (a) within 45 days after the SEC end of each of the first three fiscal quarters of each fiscal year, reports on Forms the Commission’s Form 10-Q Q, or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on the Commission’s Form 6-K, or any successor form, which, in each case, regardless of applicable requirements, shall, at a minimum, contain unaudited interim financial statements and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ”. Each such report shall be deemed to be delivered to the Holders of the Notes and the Trustee if the Company either files (or furnishes, as the case may be) such report with the Commission through the Commission’s ▇▇▇▇▇ database (or successor database thereto), posts such report on its public website or furnishes such report to the Trustee. (2) If the Company is no longer required under any of the respective indentures governing any outstanding series of the Existing Notes, applicable law or otherwise to file or furnish such reports with the Commission and no longer does so, the Company shall instead furnish to the Holders of the Notes and the Trustee: (i) within 120 days after the end of each fiscal year, annual information only, a report thereon by the Company’s certified independent accountantsaudited financial statements; and (2ii) all current reports that would within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited interim financial statements; in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Each such report which shall be required deemed to be filed with delivered to the SEC on Form 8-K Holders of the Notes and the Trustee if the Company were required furnishes such reports to file such reports. The Company shall at all times comply with TIA § 314(a)the Trustee or posts them on its public website. (b3) The For so long as (i) the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, and (ii) the Company and is neither subject to Section 13 or 15(d) of the Guarantors shall furnish Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, to make available to Holders and Beneficial Owners beneficial owners of the Notes, and to prospective purchasers of the such Notes and securities analystsdesignated by such Holders, upon their requestthe request of such Holders, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act1933 Act to permit compliance with Rule 144A in connection with resales of the Notes. (c4) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Subsidiaries of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andregulations, and upon request, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with already available on the SEC’s ▇▇▇▇▇ filing system, the Company will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders or Beneficial Owners of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsauditors; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with make available to the Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC (unless may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the SEC will not accept such Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information therein with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)an accelerated filer. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, 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) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section is for informational purposes only and the TrusteeHolders of Notes if it has filed such reports with the SEC using the E▇▇▇▇ filing system or on the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite and such reports are publicly available.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of and the Holders or Beneficial Owners of the Notes: , (1i) all quarterly and annual financial information (excluding exhibits and other information with respect to the Company and its Subsidiaries financial schedules) that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the consolidated financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial information and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § ss. 314(a). (b) The For so long as any Notes remain outstanding, the Company and the Guarantors its Restricted Subsidiaries shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with Company, upon request, shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The In addition, whether or not required by the SEC, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners file a copy of all of the Notes, information and reports referred to in clauses (a)(i) and (ii) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to prospective purchasers of the Notes and securities analysts, investors upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (d) Notwithstanding Sections 4.03(a), (b) and (c), if any direct or indirect parent company of the Company provides a full and unconditional Guarantee of the Notes, the reports, information and other documents required to be filed and furnished as required by Sections 4.03(a), (b) and (c) may be those of such parent company, rather than those of the Company; provided that, if and so long as such parent company shall have Independent Assets or Operations, the same is accompanied by consolidating information relating to such parent company, on the one hand, and information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand. The Company shall be deemed to have furnished to the Holders of Notes the information and reports referred to in subclauses (i) and (ii) of Section 4.03(a) and Section 4.03(c) and this clause (d) (or such information and reports of a direct or indirect parent company of the Company, if applicable), if such information and reports have been filed with the SEC via the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) and are publicly available. “Independent Assets” or “Operations” means, with respect to any such direct or indirect parent company of the Company, that each of the total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities of such parent company, determined on a consolidated basis in accordance with GAAP, but excluding in each case amounts related to its investment in the Company and the Restricted Subsidiaries, as shown in the most recent fiscal quarter financial statements of such parent company (measured on a most recent trailing four fiscal quarter basis with respect to revenues, income from continuing operations before income taxes and cash flows from operating activities), is more than 3.0% of such parent company’s corresponding consolidated amount determined in accordance with GAAP. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filingfilings) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) Noteholders all quarterly and annual financial information, and other within 15 days of the dates such information is filed with respect to the Company and its Subsidiaries SEC, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if (including pursuant to any extension authorized by the SEC, rule, regulation or executive order). In addition, to the extent not satisfied by the foregoing, the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsprospective investors in the Notes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under ). The Company will be deemed to have satisfied the Securities Act. (c) If requirements of the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by first paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation405 if any Parent Entity furnishes or makes available information regarding the Parent Entity of the type otherwise so required with respect to the Company and such Parent Entity is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via ▇▇▇▇▇ (or successor) filing system and such reports are publicly available, either in each case provided that the same is accompanied by information describing the non-equity differences between the financial information relating to such Parent Entity and its Subsidiaries, on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries, on the financial condition other hand (as determined by the Company in good faith, which determination shall be conclusive) and results for the avoidance of operations of the Unrestricted Subsidiaries. (d) doubt need not be audited or compliant with Regulation S-X. Delivery of any reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the SEC or posted to any website or to participate in any conference calls.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of cause the NotesTrustee to furnish to the Holders: (1) within 90 days after the end of each fiscal year of the Company, all quarterly and annual financial and other information with respect to statements of the Company and its Subsidiaries for such fiscal year that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-Form 10 K if the Company were required to file such FormsForm, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andthat describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, with respect to 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 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) and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountants; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, all quarterly financial statements that would be required to be contained in a filing with the SEC on Form 10 Q if the Company were required to file such Form, 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 (showing in reasonable detail, 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 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); and (23) within the time periods required for filing such current reports and form as specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Documents filed by the Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish SEC via the ▇▇▇▇▇ system will be deemed to be furnished to the Holders registered holders at the time such documents are filed. In addition, the Company agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and Beneficial Owners participate in quarterly conference calls with holders of the Notes, prospective purchasers beneficial owners of the Notes and securities analysts to discuss such financial information no later than ten business days after distribution of such financial information (it being understood that such quarterly conference calls may be the same conference calls as with the Company’s equity investors and analysts). Furthermore, the Company agrees that, at any time it is not subject to Section 13 or Section 15(d) of the Exchange Act, for so long as any Notes remain outstanding, it will furnish to the holders of Notes, any beneficial owner of the Notes, securities analysts and prospective investors, upon their request, the information, if any, information and reports described above and any other information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Since December 31, 1994, the Company may and its Subsidiaries have timely filed (i) all SEC Reports required to be filed with the Commission and (ii) all other Reports required to be filed with any other Governmental Authorities, including state securities administrators, except where the failure to file any such Reports would not be subject in the aggregate have a Material Adverse Effect on the Company. Such Reports, including all those filed after the date of this Agreement and prior to the reporting Effective Time, (i) were prepared in all Material respects in accordance with the requirements of Section 13 or 15(d) applicable Law (including, with respect to the SEC Reports of the Company, the Securities Act and the Exchange Act, so long as the case may be) and (ii), in the case of SEC Reports, did not at the time they were filed contain any Notes are outstandinguntrue 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 the light of the circumstances under which they were made, not misleading. (b) The Company's Consolidated Financial Statements and any consolidated financial statements of the Company will file (including any related notes thereto) contained in any SEC Reports of the Company filed with the SEC Commission since December 31, 1994 (unless the SEC will not accept such a filingi) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same will have been prepared in accordance with the SECpublished Regulations of the Commission and in accordance with GAAP consistently applied during the periods involved, the Company will furnish (except (A) to the Trustee andextent required by changes in GAAP and (B), upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to SEC Reports of the Company filed prior to the date of this Agreement, as may be indicated in the notes thereto) and (ii) fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (including, in the case of any unaudited interim financial statements, reasonable estimates of normal and recurring year-end adjustments). (c) Except as set forth in Subsection 4.7(c) of the Company's Disclosure Letter, there exist no liabilities or obligations of the Company and its Subsidiaries that are Material to the Company, whether accrued, absolute, contingent or threatened, which would be required to be contained reflected, reserved for or disclosed under GAAP in a filing with the SEC on Forms 10-Q and 10-K if consolidated financial statements of the Company were required to file such Forms(including the notes thereto) as of and for the period ended on the date of this representation and warranty, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andother than (i) liabilities or obligations that are adequately reflected, with respect to the annual information only, a report thereon by reserved for or disclosed in the Company’s certified independent accountants; and 's Consolidated Financial Statements, (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements liabilities or obligations incurred in the footnotes to the financial statements and in Management’s Discussion and Analysis ordinary course of Financial Condition and Results of Operations, of the financial condition and results of operations business of the Company and its Restricted Subsidiaries separate from since September 30, 1997, and (iii) liabilities or obligations the financial condition and results incurrence of operations of the Unrestricted Subsidiarieswhich is not prohibited by Subsection 6.2(a). (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, OI Group shall furnish to the Company will file with Trustee and registered Holders of the SEC (unless the SEC will not accept such a filing) for public availability Notes, within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company OI Group were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyOI Group’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company OI Group were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The In addition, for so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . OI Group shall deliver to the Trustee within 15 days after it files them with the Commission copies of the annual reports and of the information, documents, and other reports (cor copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) If that OI Group is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; provided, however, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, shall not be required to deliver to the extent material, Trustee any materials for which OI Group has sought and received confidential treatment by the quarterly and annual financial information required by paragraph (a) Commission. For purposes of this Section 4.03 shall include a reasonably detailed presentation4.03, either on OI Group will be deemed to have furnished the face of the financial statements or in the footnotes information and reports to the financial statements Trustee and in Managementthe Holders as required by this Section 4.03 if OI Group has filed such reports with the Commission via the ▇▇▇▇▇ filing system and such information and reports are publicly available or, provided the Trustee and the Holders are given prior written notice of such practice before the first posting thereof, OI Group has posted such information and reports on OI Inc.’s Discussion website (▇▇▇.▇-▇.▇▇▇) and Analysis of Financial Condition such information and Results of Operationsreports are publicly available, of including to the financial condition Trustee, the Holders, securities analysts and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) prospective investors. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s or the Guarantors’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure the compliance with the provisions of this Indenture or to ascertain the correctness of the information or statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed in writing otherwise.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “''Management’s '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 (showing in reasonable detail, in the footnotes to the financial statements and in the ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' (in each case to the extent not prohibited by the SEC's rules and regulations): (a) 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; and (b) the Tower Cash Flow for the most recently completed fiscal quarter and the Adjusted Consolidated Cash Flow for the most recently completed four-quarter period) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Company's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § (S) 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes Securities are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 (showing in reasonable detail, 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, the financial condition and results of operations of the Company and its Restricted Subsidiaries separately from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The In addition, whether or not required by the rules and regulations of the SEC, the Company shall at file a copy of all times comply such information and reports with TIA § 314(a). the SEC for public availability (bunless the SEC will not accept such a filing) The Company and the Guarantors shall furnish make such information available to the Holders securities analysts and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, investors upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) . Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Reports. (a) Notwithstanding From and after the date that the Company (i) first produces financial statements for a completed fiscal year, including an unqualified report thereon from its independent public accountants, and (ii) provides a copy thereon to the Commission and resolves any comments thereof (such date, the “Financial Reporting Date”), notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company will shall file with the SEC (unless Commission, to the SEC will not accept extent such a filing) submissions are accepted for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same filing with the SECCommission, the Company will and shall furnish to the Trustee andTrustee, upon its prior request, within 15 days after it is or would have been required to any of be filed with the Holders or Beneficial Owners of the NotesCommission: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports information that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Prior to the Financial Reporting Date, the Company shall at all times comply deliver the information set forth in clauses (i) and (ii) above to the Trustee and the Holders within 15 days after it would have been required to be filed with TIA § 314(athe Commission; provided however that the Company need not (1) provide balance sheet information (other than cash, debt and capital expenditure information consistent with the information provided in its monthly operating reports]), cash flow or stockholder’s equity data, or any footnotes to the financial information (or any management’s discussion and analysis of financial condition and results of operations related to such information) and may provide income statement data in a manner consistent with the monthly operating reports or (2) obtain a report thereon from its independent public accountants, and such information may be designated by the Company as subject to further review and adjustment. Prior to the Financial Reporting Date, the Company shall submit for review by the audit committee of the Board of Directors on a quarterly basis any financial information prepared by the Company and delivered pursuant to this Section 4.03(a). (b) The Company and shall use reasonable best efforts to achieve the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActFinancial Reporting Date as soon as is practicable. (c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include in good faith seek a reasonably detailed presentation, either rating on the face Notes from ▇▇▇▇▇’▇ and S&P within 30 days of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesReporting Date. (d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, the Company shall cause its annual reports to stockholders and any quarterly or other financial reports furnished by it to stockholders that are not filed via ▇▇▇▇▇ generally to be filed with the Trustee and mailed no later than the date such materials are mailed or made available to the Company’s stockholders, to the Holders at their addresses as set forth in the register of securities maintained by the Registrar.

Reports. (a) Notwithstanding that The Company shall deliver to the Trustee and mail to each Holder, within 15 days after the filing of the same with the SEC, copies of its quarterly and annual reports and of the information, documents and other reports, if any, which the Company may is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company shall also comply with the other provisions of Section 314(a) of the TIA. (b) If at any time the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, to the Company will furnish extent permitted, and distribute to the Trustee and, upon its prior request, and to any each Holder copies of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be have been required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if had the Company were required been subject to file the reporting requirements of Section 13 or 15(d) of the Exchange Act. All such reportsfinancial information shall include consolidated financial statements (including footnotes) prepared in accordance with GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of Operation." The financial and other information to be distributed to Holders shall be filed with the Trustee and mailed to the Holders at their respective addresses appearing in the register of the Notes maintained by the Registrar, within 120 days after the end of the Company's fiscal year and within 60 days after the end of each of the first three quarters of each such fiscal year. Such information shall be made available to securities analysts and prospective investors upon request. In addition, the Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and to prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If Act for so long as is required for an offer or sale of the Notes under Rule 144A. From and after the date of effectiveness of any registration statement filed with the SEC with respect to the Notes, the Company has designated will file with the SEC such Forms 10-Q and 10-K and any other information required to be filed by it. The Company will provide a copy of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialthis Indenture, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only Registration Rights Agreement and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinWarrant Agreement to prospective purchasers upon request.

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with make available to the SEC Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (unless or copies of such portions of any of the SEC will not accept such foregoing as the Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information therein with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)an accelerated filer. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, 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) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section is for informational purposes only and the TrusteeHolders of Notes if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system or on the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite and such reports are publicly available.

Reports. The Company shall provide to Parent: (a) Notwithstanding that within 45 days after the end of each of the each fiscal quarter of the Company’s fiscal year 2007: unaudited quarterly consolidated balance sheets and related statements of income and cash flows of the Company may (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to the reporting requirements of Section 13 or 15(dnormal year-end adjustments and (z) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andneed not, unless the foregoing Company is Current, have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon reviewed by the Company’s certified independent accountants; and (2) all current reports that would accounting firm as provided in Statement on Auditing Standards No. 100), and in each case, such financial statements shall have been prepared consistent with GAAP and such financial statements shall be required subject to be filed with such disclaimers, exceptions and qualifications relating to the SEC on Form 8-K if Restatement and Related Matters as are appropriate under the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)circumstances. (b) The Company unaudited financial statements of the same type and for the Guarantors shall furnish same periods as the Preliminary Statements (and subject to the Holders same limitations and Beneficial Owners qualifications referred to in Section 4.4 but not subject to clause (E) thereof), but with such footnotes as would ordinarily be required for unaudited financial statements of the Notes, prospective purchasers of the Notes and securities analysts, upon their requestsuch type prepared consistent with GAAP (such redelivered statements, the information, if any, required to be delivered pursuant to Rule 144A(d)(4“6.12(b) under the Securities ActStatements”). (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialpromptly as practicable once available, the unaudited consolidated quarterly balance sheet and annual financial information required by paragraph (a) related statements of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements income and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations cash flows of the Company and its Restricted consolidated Subsidiaries separate from the financial condition and results of operations for each of the Unrestricted Subsidiaries. fiscal quarters in fiscal year 2006 and for the entire 2006 fiscal year (dthe “2006 Financials”) Delivery and drafts of reportsits Quarterly Reports on Form 10-Q for the quarters ended March 31, information June 30 and documents to September 30, 2006 and its Annual Report on Form 10-K for the Trustee under this Section is for informational purposes only year 2006 (the “Late Reports”), in each case which the Company believes in good faith comply in all material respects with the applicable requirements of the Securities Act and the TrusteeExchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and comply in all material respects with applicable accounting standards, except, in each case, that the 2006 Financials and any other restated financial statements included in the Late Reports (the “Restated Financials”) and the information derived therefrom has not yet been approved by the Company’s receipt auditors (although the Company in good faith believes such Restated Financials fairly present in all material respects the consolidated financial position of the foregoing shall not constitute constructive notice Company and its consolidated Subsidiaries, as at the respective dates thereof). The parties agree and acknowledge that neither the Offer nor the Merger is conditioned upon delivery of any information contained therein of the 2006 Financials, the Late Reports or determinable from information contained thereinthe Restated Financials.

Reports. (a) Notwithstanding that At any time on or after November 11, 2002, whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a). (db) Delivery of reportsFor so long as any Notes remain outstanding, information the Company and documents the Guarantors shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. (a) Notwithstanding The Company shall furnish or file with the Trustee, within 15 days after it files the same with the Commission, copies of 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) that the Company may is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. (b) If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Act and the Notes are outstanding, subject to restrictions on transfer by Persons other than Affiliates of the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECRule 144, the Company will furnish to the Trustee and, upon its prior request, to any all Holders of the Holders or Beneficial Owners of the Notes: (1) all quarterly Notes and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsdesignated by the Holders of the Notes, upon promptly on their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) For purposes of this Section 4.03, the Company shall be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee and the Holders of Notes and prospective purchasers as required by this Section 4.03 shall include if it has filed such reports or information with the Commission via the ▇▇▇▇▇ filing system or otherwise made such reports or information publicly available on a reasonably detailed presentation, either freely accessible page on the face of Company’s website; provided, however, that the financial statements Trustee shall have no obligation whatsoever to determine whether or in the footnotes to the financial statements not such reports and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesinformation have been posted on such website. (d) Delivery by the Company of any such reports, information and documents to the Trustee under pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed, in writing, otherwise.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made already publicly available, within five Business Days of filing, or attempting to file, the same with available through the SEC’s ▇▇▇▇▇ filing system, the Company (x) will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders of Notes and (y) post on its website or Beneficial Owners otherwise make available to prospective purchasers of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 Restricted Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The In addition, whether or not required by the rules and regulations of the Commission, from and after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement (as defined in the Registration Rights Agreement), the Company shall at will file a copy of all times comply such information and reports with TIA § 314(a). the Commission for public availability (bunless the Commission will not accept such a filing) The and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors shall Guaranteeing Subsidiaries have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If . The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 120 days after the end of the Company's fiscal years and within 60 days after the end of each of the first three quarters of each such fiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and if requested by the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, the Trustee will deliver such reports to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee Holders under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.03.

Reports. (a) Notwithstanding that The company shall furnish a report each quarter, to “the Company may not be subject to Secretary”, the reporting requirements Chief Inspector of Section 13 or 15(d) Mines, the Chief Executive of the Exchange ActMinerals Commission and the Director of Geological Survey, so long in such form as any Notes are outstandingmay from time to time be approved by the Secretary, regarding the quantities of gold won in that quarter, quantities sold, the Company will file with the SEC (unless the SEC will not accept revenue received and royalties payable for that quarter and such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would as may be required to required. Such reports shall be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis submitted not later than 30 days after end of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)each quarter. (b) The Company shall furnish a report each half-year to “The Secretary”, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Guarantors shall furnish Director of Geological Survey, in such form as may from time to time be approved by “the Holders Secretary” summarizing the results of its operations in the Lease Area during the half-year and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required records to be delivered kept by the Company pursuant to Rule 144A(d)(4) under paragraphs 15, 16 and 17 hereof. Each such report shall include a description of any geological or geophysical work carried out by the Securities ActCompany in that half-year and a plan upon a scale approved the Chief Inspector of Mines showing mine workings and dredging areas. Such reports shall be submitted not later than forty days after the half-year to which they relate. (c) If The Company shall furnish a report each Financial Year in such form as may from time to time be approved by “the Company has designated any Secretary” to “the Secretary”, the Chief Inspector of Mines, and the Chief Executive of the Minerals Commission summarizing the results of its Subsidiaries as Unrestricted Subsidiariesoperations in the Lease Area during that Financial Year and the records required to be kept by “the Company” pursuant to paragraphs 15, then, to the extent material, the quarterly 16 and annual financial information required by paragraph (a) of this Section 4.03 17 hereof. Each such report shall include a reasonably detailed presentation, either on the face description of the financial statements or in proposed operations for the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, following year with an estimate of the financial condition production and results revenue to be obtained therefrom. Such reports shall be submitted not later than sixty days after the end of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiarieseach Financial Year. (d) Delivery The Company shall furnish “the Secretary”, the Chief Inspector of reportsMines, information the Chief Executive of the Minerals Commission and documents the Director of Geological Survey not later than three months after the expiration or termination of this Agreement, with a report giving an account of the geology of the Lease Area including the stratigraphic and structural conditions, together with a geological map on a scale prescribed in the Mining Regulations. (e) The Company shall furnish the Secretary and the Chief Executive of the Minerals Commission, with a report of the particulars of any proposed alteration to its regulations as well as a report of the particulars of any proposed transfer of any share of its capital stock representing one percent or more of the total number of such shares of the capital stock then issued and outstanding. The Company shall also furnish “the Secretary” and the Chief Executive of the Minerals Commission with a report on the particulars of any fresh issues of shares of its capital stock or borrowings in excess of an amount equivalent to the Trustee under this Section is for informational purposes only Stated Capital of the Company. All such reports shall be in such form as “the Secretary” may require and shall be submitted not less than sixty days in advance of the proposed alternation, transfer, issue or borrowing, as the case may be. (f) The Company shall, not later than 180 days after the end of each financial year, furnish “the Secretary” and the Trustee’s receipt Chief Executive of the foregoing Minerals Commission with a copy each of its annual financial reports including a balance sheet, profit and loss account, and all notes pertaining thereto, duly certified by a qualified accountant who is a member of the Ghana Institute of Chartered Accountants. Such certificate shall not constitute constructive notice in any way imply acceptance of any such reports by “the Government” or preclude the Government from auditing the Company’s books of account. (g) The Company shall furnish “the Secretary”, the Chief Inspector of Mines, the Chief Executive of the Minerals Commission and the Director of Geological Survey, with such other reports and information contained therein or determinable concerning its operations as they may from information contained thereintime to time reasonably require.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under (unless the Exchange Act Commission will not accept such a filing), and, unless the foregoing have been so filed and made publicly publically available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes, within five Business Days of filing, or attempting to file, the Notessame with the Commission: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from the information contained therein. (e) In addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with shall provide to the SEC (unless Trustee and the SEC will not accept such a filing) for public availability registered Holders of the Notes, within 15 days of the applicable time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesrelevant forms: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsForms (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 thereon on the annual financial statements by the Company’s certified independent accountantsregistered public accounting firm; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company ; provided, however, that to the extent such reports described in clauses (i) or (ii) are filed with the SEC and publicly available, such reports shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish have been deemed to have been provided to the Holders and Beneficial Owners of no additional copies need to be provided to the NotesHolders; however, copies will still be delivered to the Trustee. In addition, the Company shall furnish or otherwise make available to the Holders and to prospective purchasers of the Notes and securities analystsdesignated by such Holders, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, Act to the extent material, such Notes constitute “restricted securities” within the quarterly meaning of the Securities Act. The Company shall maintain a website to which all of the reports and annual financial information press releases required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on 3.2(a) are posted (unless such reports are otherwise filed with the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSEC). (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with provide the SEC Trustee and the Holders of Notes within fifteen (unless 15) Business Days after filing, or in the SEC will not accept event no such a filingfiling is made or required, within fifteen (15) for public availability within Business Days after the end of the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesthose sections with: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company shall at all times comply will separately electronically deliver such reports to the Trustee). For the avoidance of doubt, the foregoing delivery requirements will be deemed satisfied by filings with TIA § 314(a)the SEC that are made jointly by Holdings and the Company. (b) The In addition, following the earlier of (x) the Issue Date or (y) the consummation of the Exchange Offer whether or not required by the SEC, the Company shall, if the SEC will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) of the Guarantors preceding clause (a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsprospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (cd) If Notwithstanding anything herein to the contrary, the Company has designated shall not be deemed to have failed to comply with any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) provision of this reporting covenant for purposes of Section 4.03 shall include 6.01(4) hereof as a reasonably detailed presentation, either on the face result of the financial statements late filing or in provision of any required information or report until 90 days after the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariesdate any such information or report was due. (de) Delivery of reports, information and documents referred to above, to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Notwithstanding The Company shall file with the Trustee, within 15 days after the time of filing with the Commission, copies of the reports, information and other documents (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the Company may is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long the Company shall file with the Commission and the Trustee all such reports, information and other documents as it would be required to file if it were subject to the requirements of Section 13 or 15(d) of the Exchange Act; provided, that the Company shall not be in default of the provisions of this Section 4.3 for any failure to file reports with the Commission solely by refusal by the Commission to accept the same for filing. The Company shall deliver (or cause the Trustee to deliver) copies of all reports, information and documents required to be filed with the Trustee pursuant to this Section 4.3 to the Holders at their addresses appearing in the register of Notes are outstandingmaintained by the Registrar. The Company shall also comply with the provisions of TIA ss. 314(a). (b) If the Company is required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, the Company will file shall cause any annual, quarterly, current or other financial report furnished by it generally to its stockholders to be filed with the SEC (unless Trustee and mailed to the SEC will not accept such a filing) for public availability within the time periods specified Holders at their addresses appearing in the SEC’s rules and regulations under register of Notes maintained by the Registrar. If the Company is not required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECAct, the Company will furnish to shall cause the Trustee and, upon its prior request, to any financial statements of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its consolidated Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q (and 10-K similar financial statements for all unconsolidated Subsidiaries, if the Company were required to file such Formsany), including any notes thereto (and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation), and a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ," comparable to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that which would be have been required to appear in annual or quarterly reports filed under Section 13 or 15(d) of the Exchange Act to be so filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company Trustee and the Guarantors shall furnish mailed to the Holders and Beneficial Owners promptly, but in any event, within 90 days after the end of each of the Notes, prospective purchasers fiscal years of the Notes Company and securities analysts, upon their request, within 45 days after the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under end of each of the Securities Actfirst three quarters of each such fiscal year. (c) If So long as is required for an offer or sale of the Notes to qualify for an exemption under Rule 144A, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries(and the Guarantors) shall, thenupon request, to provide the extent material, the quarterly and annual financial information required by paragraph clause (ad)(4) thereunder to each Holder and to each beneficial owner and prospective purchaser of this Section 4.03 shall include a reasonably detailed presentation, either on the face Notes identified by any Holder of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSecurities. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. So long as any Securities are outstanding: (ai) Notwithstanding the Company shall provide the Trustee and Holders of Securities with annual consolidated financial statements for each fiscal year audited by an internationally recognized firm of independent public accountants within 120 days after the end of the Company’s fiscal year and unaudited quarterly financial statements (including a balance sheet, statement of operations and statement of cash flows for the fiscal quarter and year-to-date period then ended and the corresponding fiscal quarter and year-to-date period from the prior year) within 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such annual and quarterly financial statements will (i) be prepared in accordance with GAAP (with the exception of the absence of year-end adjustments and footnotes in the case of quarterly financial statements) and (ii) be accompanied by a “management discussion and analysis” of the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods presented in a level of detail comparable (in the reasonable judgment of the Company) to the management discussion and analysis of the results of operations of the Company contained in or otherwise incorporated by reference in the Offering Memorandum. Unless otherwise publicly available, such financial statements and related discussion shall be made available to Holders of Securities and prospective investors in the Securities by posting on a password protected website accessible by all such persons, which shall announce when such items have been posted (it being understood that the Company may not be subject require a certification and customary non-disclosure agreement to access such site); and (ii) the Company shall furnish to the reporting requirements Trustee and Holders of Section 13 or 15(dSecurities all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02 and 5.01 (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Company in good faith, which determination shall be conclusive)) if the Company had been a reporting company under the Exchange Act; provided, so long as any Notes are outstandinghowever, that no such report will be required to be furnished if the Company determines in its good faith judgment (which determination shall be conclusive) that such event is not material to Holders of the Securities or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment (which determination shall be conclusive) that such disclosure would otherwise cause material competitive or other material harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided that such nondisclosure shall be limited only to those specific provisions that would cause material competitive or other material harm and not the occurrence of the event itself; provided, further, that no such report will file with be required to include a summary of the SEC terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (unless or any of its Subsidiaries) and any director, manager or executive officer, of the SEC will not accept such a filingCompany (or any of its Subsidiaries). All information to be furnished pursuant to this clause (ii) for public availability shall be furnished within the time periods specified in the SEC’s rules and regulations for non-accelerated filer reporting companies under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required Act. Information to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered furnished pursuant to Rule 144A(d)(4this clause (ii) under shall be made by posting on the Securities Act. website referred to in clause (ci) above. If after the Issue Date the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph clauses (ai) of this Section 4.03 and (ii) above shall include a reasonably detailed presentationpresentation (which may be consistent with the non-guarantor information provided in the Offering Memorandum), either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. So long as any Securities are outstanding, the financial condition and results Company shall also issue a notification (which can be a notification through the website described above or by email to registered Holders of operations Securities) upon the posting of the Unrestricted information required by clauses (i) and (ii) above. The Company shall hold a conference call for the Holders of Securities to discuss such financial information described in clause (i) above no later than 10 calendar days after delivering the annual financial information and the quarterly financial information described in clause (i) above (it being understood that such conference call may be prior to the delivery of such financial information described above and may be the same conference call as with the Company’s equity or debt investors and analysts at the time of its earnings release). The Company will issue a notification (which can be a notification through the website described above or by email to registered Holders of Securities) of any such conference call at least one Business Day in advance. In addition, for so long as the Securities are not freely transferable under the Securities Act, the Issuers and the Subsidiary Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that any direct or indirect parent of the Company is or becomes a guarantor (a “Parent Guarantor”) of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Guarantor and any of its Subsidiaries other than the Company and its Subsidiaries. , on the one hand, and the information relating to the Company and the Subsidiaries of the Company on a standalone basis, on the other hand. Notwithstanding anything to the contrary set forth above, if the Company, a Parent Guarantor or any Parent Entity has provided the reports described in the preceding paragraphs with respect to the Company, such Parent Guarantor or any Parent Entity, in each case, the Company shall be deemed to be in compliance with the provisions of this Section 4.02. To the extent any such information, reports or other documents are filed electronically on the SEC’s Electronic Data Gathering and Retrieval System (d) or any successor system), such filing shall be deemed to be delivered to the holders of the Securities and the Trustee. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes within the time periods specified in the SECCommission’s rules and regulations under (except as provided in the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: next paragraph) (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and public accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 1003 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. Subsidiaries of the Company. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company shall (dexcept as provided in the next paragraph) file a copy of all such information and reports 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 securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a). Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). Notwithstanding any other provision in this Section 1003, until March 31, 2005, the Company and the Guarantors shall not be required to provide, file or make available financial reports, information, documents or statements that the Company otherwise would have been required to provide, file or make available to the Trustee, the Commission, or any other Person pursuant to this Section 1003 on any date before March 31, 2005.”

Reports. (a1) Notwithstanding that For so long as the Company may not be subject is required, pursuant to any of the respective indentures governing any outstanding series of the Existing Notes, to submit reports to the reporting requirements of Section 13 or 15(d) of Commission, the Exchange Act, Company shall (for so long as any Notes are remain outstanding) file (or furnish, as the Company will file case may be) with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules Commission and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of Notes and the NotesTrustee: (1i) all quarterly and within 120 days after the end of each fiscal year, annual financial and other information with respect to reports on the Company and its Subsidiaries that would be required to be contained in a filing with Commission’s Form 20-F or Form 40-F, as applicable, or any successor form; and (ii) (a) within 45 days after the SEC end of each of the first three fiscal quarters of each fiscal year, reports on Forms the Commission’s Form 10-Q Q, or any successor form, or (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, reports on the Commission’s Form 6-K, or any successor form, which, in each case, regardless of applicable requirements, shall, at a minimum, contain unaudited interim financial statements and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ”. Each such report shall be deemed to be delivered to the Holders of the Notes and the Trustee if the Company either files (or furnishes, as the case may be) such report with the Commission through the Commission’s E▇▇▇▇ database (or successor database thereto), posts such report on its public website or furnishes such report to the Trustee. (2) If the Company is no longer required under any of the respective indentures governing any outstanding series of the Existing Notes, applicable law or otherwise to file or furnish such reports with the Commission and no longer does so, the Company shall instead furnish to the Holders of the Notes and the Trustee: (i) within 120 days after the end of each fiscal year, annual information only, a report thereon by the Company’s certified independent accountantsaudited financial statements; and (2ii) all current reports that would within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited interim financial statements; in each case together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Each such report which shall be required deemed to be filed with delivered to the SEC on Form 8-K Holders of the Notes and the Trustee if the Company were required furnishes such reports to file such reports. The Company shall at all times comply with TIA § 314(a)the Trustee or posts them on its public website. (b3) The For so long as (i) the Notes are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act, and (ii) the Company and is neither subject to Section 13 or 15(d) of the Guarantors shall furnish Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, to make available to Holders and Beneficial Owners beneficial owners of the Notes, and to prospective purchasers of the such Notes and securities analystsdesignated by such Holders, upon their requestthe request of such Holders, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act1933 Act to permit compliance with Rule 144A in connection with resales of the Notes. (c4) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Subsidiaries of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of cause the NotesTrustee to furnish to the Holders: (1) within 120 days after the end of each fiscal year of the Company, all quarterly and annual financial and other information with respect to statements of the Company and its Subsidiaries for such fiscal year that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-Form 10 K if the Company were required to file such FormsForm, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to that describes the annual information only, a report thereon 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 financial condition and results of operations of the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). and its consolidated Subsidiaries (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes to the financial statements thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of Operations 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.Subsidiaries of the Company) and a report on the annual financial statements by the Company’s certified independent accountants; (d2) Delivery within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, all quarterly financial statements that would be required to be contained in a filing with the SEC on Form 10 Q if the Company were required to file such Form, 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 (showing in reasonable detail, 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 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); and (3) promptly, and in any event within ten (10) Business Days, after the occurrence of an event that the Company determines in its good faith judgment is material to holders, reports summarizing such event and containing substantially the same information that would be required to be filed with the SEC on Form 8 K if the Company were required to file such reports, information and documents . Subject to the Trustee preceding sentence, such events shall include (i) entry into material definitive agreements, (ii) termination of a material definitive agreement, (iii) bankruptcy or receivership, (iv) completion of acquisition or disposition of assets, (v) creation of a direct financial obligations or an obligation under this Section is for informational purposes only an off balance sheet arrangement, (vi) triggering events that accelerate or increase a material direct financial obligation or an obligation under an off balance sheet arrangement, (vii) costs associated with exit or disposal activities, (viii) material impairments of assets, (ix) material modification to rights of security holders, (x) changes in accountants, (xi) non reliance on previously issued financial statements or a related audit report or completed interim review, (xii) changes in control, (xiii) departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers, (xiv) amendments to articles of incorporation or bylaws and the Trustee’s receipt (xv) change in fiscal year; provided that reports provided pursuant to clauses (1) and (2) shall not be required to comply with (a) Sections 302, 906 and 404 of the foregoing shall not constitute constructive notice ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and Items ▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇-▇, (▇) Regulation G under the Exchange Act or item 10(e) of Regulation S-K with respect to any non-GAAP financial information contained therein or determinable from (c) Rule 3-10 (except for the inclusion of footnote disclosure of condensed consolidating financial information) or Rule 3-16 of Regulation S-X. In addition, the Company agrees that, for so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with holders of Notes, beneficial owners of the Notes and securities analysts to discuss such financial information contained thereinno later than ten business days after distribution of such financial information. Furthermore, the Company agrees that, for so long as any Notes remain outstanding, it will furnish to the holders of Notes, any beneficial owner of the Notes, securities analysts and prospective investors, upon their request, the information and reports described above and any other information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company may satisfy its obligations in this Section 5.03 with respect to financial statements relating to the Company by furnishing financial statements relating to a Parent Entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences (if any) between the information relating to such Parent Entity of the Company (and other direct or indirect Parent Entities of the Company included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand; and provided, further that such Parent Entity of the Company has guaranteed the Notes and has no independent operations.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 (showing in reasonable detail, 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, 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) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The ; provided, however, that the Company shall not be required to make any such filings on or prior to the date on which the Company's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 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 the information that would have been required to be filed or (ii) the Exchange Offer Registration Statement 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, provided that any exhibits to the Exchange Offer Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereto shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder upon request. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all times comply such information and reports with TIA § 314(a). the SEC for public availability (bunless the SEC will not accept such a filing) The and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors shall shall, for so long as any Notes remain outstanding, furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. Company shall provide to JHU the following written reports according to the following schedules, all of which shall be treated as Confidential Information of the Company. (a) Notwithstanding that Company shall provide quarterly Royalty Reports, substantially in the Company may not be subject to the reporting requirements format of Section 13 or 15(d) Exhibit B and due within [***] of the Exchange Act, so long as any Notes are outstandingend of each calendar quarter following the first commercial sale of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) sold, the Company will file with total NET SALES of such LICENSED PRODUCT(S), and the SEC (unless the SEC will not accept running royalties due to JHU as a result of NET SALES by Company, AFFILIATED COMPANIES and SUBLICENSEE(S) thereof. Payment of any such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file royalties due shall accompany such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)Royalty Reports. (b) The Until Company, an AFFILIATED COMPANY or a SUBLICENSEE(S) has achieved a first commercial sale of a LICENSED PRODUCT or LICENSED SERVICE, or received FDA market approval, Company shall provide semiannual Diligence Reports, due within [***] of the end of every June and December following the Guarantors EFFECTIVE DATE of this Agreement. These Diligence Reports shall furnish describe Company's, AFFILIATED COMPANIES or any SUBLICENSEE(S)'s technical efforts towards meeting its obligations under the terms of this Agreement. (c) Company shall provide Annual Reports within [***] of the end of every December following the EFFECTIVE DATE of this Agreement. Annual Reports shall include: (i) evidence of insurance as required under Paragraph 10.4, or, a statement of why such insurance is not currently required, and (ii) identification of all AFFILIATED COMPANIES which have exercised rights pursuant to Paragraph 2.1, or, a statement that no AFFILIATED COMPANY has exercised such rights, and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Holders and Beneficial Owners Company’s application requesting confidential treatment under Rule 406 of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ciii) If the Company has designated notice of all FDA approvals of any of its Subsidiaries as Unrestricted SubsidiariesLICENSED PRODUCT(S) obtained by COMPANY, then, to the extent materialAFFILIATED COMPANY or SUBLICENSEE, the quarterly patent(s) or patent application(s) licensed under this Agreement upon which such product or service is based, and annual financial information required by paragraph (a) the commercial name of this Section 4.03 shall include a reasonably detailed presentationsuch product or service, either on the face of the financial statements or or, in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operationsalternative, 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 Subsidiariesa statement that no FDA approvals have been obtained. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulations under (unless the Exchange Act Commission will not accept such a filing), and the Parent will furnish to the Trustee and, unless upon its request, to any of the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission: (1) all quarterly and annual financial and other information with respect to the Company Parent and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and; (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. The ; and (3) unaudited quarterly and audited annual financial statements of the Company shall at all times comply with TIA § 314(a)and its Subsidiaries. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (dc) Delivery of reportsIn addition, information the Company and documents the Guarantors agree that, for so long as any Notes remain outstanding, they will furnish to the Trustee Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. (a) Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesset forth below: (1i) within 90 days after the end of each fiscal year, all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (2iii) within 15 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports. The Company shall at , in each case in a manner that complies in all times comply material respects with TIA § 314(a)the requirements specified in such form. (b) The Notwithstanding Section 4.2(a), the Company shall not be obligated to file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners makes available such information to prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to Holders and to securities analysts and prospective purchasers of the Notes and securities analystsNotes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The reports required by this covenant need not include any separate financial statements of Subsidiary Guarantors or information required by Rule 3-10 or 3-16 of Regulation S-X (or any successor regulation). Notwithstanding anything to the contrary in this Section 4.2, the requirements set forth in this Section 4.2(b) and in Section 4.2(a) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access is given to the Trustee, Holders and prospective purchasers of the Notes. The Trustee shall not be deemed to have constructive notice of any information contained, or determinable from information contained, in any reports referred to above, including the Company’s compliance with any of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (c) No later than five Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 4.2(a) or (b), the Company shall hold live quarterly conference calls with the opportunity to ask questions of management. No fewer than ten Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Trustee, the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the 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 quarterly conference call. (d) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, theneither individually or collectively, would otherwise have been a Significant Subsidiary, then on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to the extent materialUnrestricted Subsidiaries collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors. (f) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the quarterly and annual Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the Company by furnishing consolidated financial information relating to such parent; provided that (i) such financial statements or are accompanied by consolidating financial information for such parent and the Company in the footnotes manner prescribed by the SEC or (ii) such parent is not engaged in any business in any material respect other than such activities as are incidental to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operationsits ownership, directly or indirectly, of the financial condition and results of operations Capital Stock of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesCompany. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that So long as any of the Warrants remain outstanding, and to the extent such documents are required to be sent by the Company to the holders of its outstanding Common Stock, the Company shall cause copies of all quarterly and annual financial reports and of 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) which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (“SEC Reports”) to be filed with the Warrant Agent and mailed to the Holders of the Warrants at their addresses appearing in the Warrant Register, in each case, within 15 days of filing with the Commission. If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the shall nevertheless continue to cause SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andReports, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting comparable to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that those which it would be required to be contained in a filing with file pursuant to Section 13 or 15(d) of the SEC on Forms 10-Q and 10-K Exchange Act if the Company it were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect subject to the annual information onlyrequirements of either such Section, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be so filed with the SEC on Form 8-K Commission (but only if the Company were Commission permits such filings) and, to the extent it is required to file send such reports. The SEC Reports to the holders of its outstanding Common Stock, with the Warrant Agent and mailed to the holders, in each case, within the same time periods as would have applied (including under the preceding sentence) had the Company shall at all times comply with TIA § 314(a)been subject to the requirements of Section 13 or 15(d) of the Exchange Act. (b) The Company and shall provide the Guarantors shall furnish Warrant Agent with a sufficient number of copies of all SEC Reports that the Warrant Agent may be required to deliver to the Holders and Beneficial Owners of the NotesWarrants under this Section 19, prospective purchasers and any such cost of delivery will be at the expense of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany. (c) If Delivery of the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, above reports to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section Warrant Agent is for informational purposes only and the TrusteeWarrant Agent’s receipt of the foregoing such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly publically available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company Issuers and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, any additional information reasonably requested by such Persons, including, without limitation, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery Any and all Defaults or Events of reports, Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and documents the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the Trustee under this Section date on which such information or report is for informational purposes only and so furnished or filed); provided that such cure shall not otherwise affect the Trustee’s receipt rights of the foregoing shall Holders under Article 6 if principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not constitute constructive notice of any information contained therein been rescinded or determinable from information contained thereincancelled prior to such cure.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filingfilings) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) Noteholders all quarterly and annual financial information, and other information with respect to within 15 days of the Company and its Subsidiaries dates, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-10- K if (including pursuant to any extension authorized by the SEC, rule, regulation or executive order). In addition, to the extent not satisfied by the foregoing, the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsprospective investors in the Notes, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under ). The Company will be deemed to have satisfied the Securities Act. (c) If requirements of the first paragraph of this this Section 405 if any Parent Entity furnishes or makes available information regarding the Parent Entity of the type otherwise so required with respect to the Company and such Parent Entity is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has designated any filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via E▇▇▇▇ (or successor) filing system and such reports are publicly available, in each case provided that the same is accompanied by information describing the non-equity differences between the financial information relating to such Parent Entity and its Subsidiaries as Unrestricted Subsidiaries, thenon the one hand, to and the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries, on the financial condition other hand (as determined by the Company in good faith, which determination shall be conclusive) and results for the avoidance of operations of the Unrestricted Subsidiaries. (d) doubt need not be audited or compliant with Regulation S-X. Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the SEC or posted to any website or to participate in any conference calls.

Reports. (a) Notwithstanding that Regardless of whether required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless Holders of Notes to the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports and shall certified by the chief financial officer of the Company shall that they fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at all times comply with TIA § 314(a)the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall 5.3 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) The Company will be deemed to have furnished the reports required by paragraphs (a) and (b) of this Section 5.3 to the Holders of the Notes if it has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the Company has posted such reports or information, respectively, on its website, and such reports, certifications or information, respectively, are available to the Holders of the Notes through internet access. (d) Delivery Any and all Defaults or Events of reports, information Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 5.3 shall be deemed cured (and documents the Company shall be deemed to be in compliance with this Section 5.3) upon furnishing or filing such report or certification as contemplated by this Section 5.3 (but without regard to the Trustee date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Section 7 hereof if the principal, premium, if any, and interest, if any, have been accelerated in accordance with the terms of this Section is for informational purposes only Agreement and the Trustee’s receipt of the foregoing shall Notes and such acceleration has not constitute constructive notice of any information contained therein been rescinded or determinable from information contained thereincancelled prior to such cure.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andregulations, unless the foregoing have been so filed and made already publicly available, within five Business Days of filing, or attempting to file, the same with available on the SEC’s ▇▇▇▇▇ filing system, the Company (x) will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders of Notes and (y) post on its website or Beneficial Owners otherwise make available to prospective purchasers of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K under the Exchange Act if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to " that describes the annual information only, a report thereon 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 financial condition and results of operations of the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). and its consolidated Subsidiaries (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationshowing in reasonable detail, either on the face of the financial statements or in the footnotes to the financial statements thereto and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations operation of the Unrestricted SubsidiariesSubsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company shall file a copy of all such information and reports with the Commission for public availability and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a). (db) Delivery of reportsFor so long as any Notes remain outstanding, information the Company and documents the Guarantors shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. So long as any Securities are outstanding: (ai) Notwithstanding the Company shall provide the Trustee and Holders of Securities with annual consolidated financial statements for each fiscal year audited by an internationally recognized firm of independent public accountants within 120 days after the end of the Company’s fiscal year and unaudited quarterly financial statements (including a balance sheet, statement of operations and statement of cash flows for the fiscal quarter and year-to-date period then ended and the corresponding fiscal quarter and year-to-date period from the prior year) within 60 days after the end of each of the first three fiscal quarters of each fiscal year. Such annual and quarterly financial statements will (i) be prepared in accordance with GAAP (with the exception of the absence of year-end adjustments and footnotes in the case of quarterly financial statements) and (ii) be accompanied by a “management discussion and analysis” of the results of operations of the Company and its Subsidiaries on a consolidated basis for the periods presented in a level of detail comparable (in the reasonable judgment of the Company) to the management discussion and analysis of the results of operations of the Company contained in the Offering Memorandum. Unless otherwise publicly available, such financial statements and related discussion shall be made available to Holders of Securities and prospective investors in the Securities by posting on a password protected website accessible by all such persons, which shall announce when such items have been posted (it being understood that the Company may not be subject require a certification and customary non-disclosure agreement to access such site); and (ii) the Company shall furnish to the reporting requirements Trustee and Holders of Section 13 or 15(dSecurities all information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02 and 5.01 (but excluding, for the avoidance of doubt, financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by the Company in good faith, which determination shall be conclusive)) if the Company had been a reporting company under the Exchange Act; provided, so long as any Notes are outstandinghowever, that no such report will be required to be furnished if the Company determines in its good faith judgment (which determination shall be conclusive) that such event is not material to Holders of the Securities or the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole, or if the Company determines in its good faith judgment (which determination shall be conclusive) that such disclosure would otherwise cause material competitive or other material harm to the business, assets, operations, financial position or prospects of the Company and its Subsidiaries, taken as a whole; provided that such non-disclosure shall be limited only to those specific provisions that would cause material competitive or other material harm and not the occurrence of the event itself; provided, further, that no such report will file with be required to include a summary of the SEC terms of any employment or compensatory arrangement, agreement, plan or understanding between the Company (unless or any of its Subsidiaries) and any director, manager or executive officer, of the SEC will not accept such a filingCompany (or any of its Subsidiaries). All information to be furnished pursuant to this clause (ii) for public availability shall be furnished within the time periods specified in the SEC’s rules and regulations for non-accelerated filer reporting companies under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required Act. Information to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered furnished pursuant to Rule 144A(d)(4this clause (ii) under shall be made by posting on the Securities Act. website referred to in clause (ci) above. If after the Issue Date the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph clauses (ai) of this Section 4.03 and (ii) above shall include a reasonably detailed presentationpresentation (which may be consistent with the non-guarantor information provided in the Offering Memorandum), either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or comparable section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. So long as any Securities are outstanding, the financial condition and results Company shall also issue a notification (which can be a notification through the website described above or by email to registered Holders of operations Securities) upon the posting of the Unrestricted information required by clauses (i) and (ii) above. The Company shall hold a conference call for the Holders of Securities to discuss such financial information described in clause (i) above no later than 10 calendar days after delivering the annual financial information and the quarterly financial information described in clause (i) above (it being understood that such conference call may be prior to the delivery of such financial information described above and may be the same conference call as with the Company’s equity or debt investors and analysts at the time of its earnings release). The Company will issue a notification (which can be a notification through the website described above or by email to registered Holders of Securities) of any such conference call at least one Business Day in advance. In addition, for so long as the Securities are not freely transferable under the Securities Act, the Issuers and the Subsidiary Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that any direct or indirect parent of the Company is or becomes a guarantor (a “Parent Guarantor”) of the Securities, the Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company by furnishing financial information relating to such Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Guarantor and any of its Subsidiaries other than the Company and its Subsidiaries. , on the one hand, and the information relating to the Company and the Subsidiaries of the Company on a stand-alone basis, on the other hand. Notwithstanding anything to the contrary set forth above, if the Company, a Parent Guarantor or any Parent Entity has provided the reports described in the preceding paragraphs with respect to the Company, such Parent Guarantor or any Parent Entity, in each case, the Company shall be deemed to be in compliance with the provisions of this Section 4.02. To the extent any such information, reports or other documents are filed electronically on the SEC’s Electronic Data Gathering and Retrieval System (d) or any successor system), such filing shall be deemed to be delivered to the holders of the Securities and the Trustee. Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports. (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 provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so long as any Notes are outstandingprovided at the times specified for the filing of such information, documents and reports under such Sections. Notwithstanding the foregoing, the Company will file with not be required to furnish any information required by Rule 3-05, 3-09 or 3-10 of Regulation S-X. The financial statements, information and other documents required to be provided as described above may be those of (i) the SEC Company or (unless ii) any direct or indirect parent of the SEC will not accept Company; provided that, if the financial information so delivered relates to such a filing) for public availability within direct or indirect parent of the time periods specified Company, and such parent conducts, transacts or engages in any material business or operations other than its direct or indirect ownership of all of the SEC’s rules Equity Interests in, and regulations under its management, of the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to fileCompany, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon is accompanied by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationdescription of the quantitative differences between the information relating to such parent, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition other hand. The Company will not be required to provide the Trustee with any such information, documents or reports that are filed with the SEC and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, Trustee shall have no responsibility whatsoever to determine if such reports and information and documents have been filed with the SEC or to monitor the Company’s filings. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.1(5) until 120 days after the date any report hereunder is due. Any such reports delivered or filed by the Company with the Trustee under this Section is shall be considered for informational purposes only and the Trustee’s receipt of the foregoing such reports shall not constitute constructive notice or actual knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will make publicly available on its website or file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesAct: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The , except to the extent the Company shall at all times comply with TIA § 314(a)reasonably determines such report would not be material to investing in debt securities. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Notwithstanding From and after the date that the Company (i) first produces financial statements for a completed fiscal year, including an unqualified report thereon from its independent public accountants, and (ii) provides a copy thereof to the Commission and resolves any comments thereof (such date, the “Financial Reporting Date”), notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, outstanding the Company will shall file with the SEC (unless Commission, to the SEC will not accept extent such a filing) submissions are accepted for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same filing with the SECCommission, the Company will and shall furnish to the Trustee and[and each Holder], upon its prior request, within 15 days after it is or would have been required to any of be filed with the Holders or Beneficial Owners of the NotesCommission: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2ii) all current reports information that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Prior to the Financial Reporting Date, the Company shall at all times comply deliver the information set forth in clauses (i) and (ii) above to the Trustee and the Holders within 15 days after it would have been required to be filed with TIA § 314(athe Commission; provided however that the Company need not (1) provide balance sheet information (other than cash, debt and capital expenditure information consistent with the information provided in its monthly operating reports), cash flow or stockholder’s equity data, or any footnotes to the financial information (or any management’s discussion and analysis of financial condition and results of operations related to such information) and may provide income statement data in a manner consistent with the monthly operating reports or (2) obtain a report thereon from its independent public accountants, and such information may be designated by the Company as subject to further review and adjustment. Prior to the Financial Reporting Date, the Company shall submit for review by the audit committee of the Board of Directors on a quarterly basis any financial information prepared by the Company and delivered pursuant to this Section 4.03(a). (b) The Company and shall use reasonable best efforts to achieve the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActFinancial Reporting Date as soon as is practicable. (c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include in good faith seek a reasonably detailed presentation, either rating on the face Notes from ▇▇▇▇▇’▇ and S&P within 30 days of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesReporting Date. (d) Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, the Company shall cause its annual reports to stockholders and any quarterly or other financial reports furnished by it to stockholders that are not filed via ▇▇▇▇▇ generally to be filed with the Trustee and mailed no later than the date such materials are mailed or made available to the Company’s stockholders, to the Holders at their addresses as set forth in the register of securities maintained by the Registrar.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSince April 14, so long as any Notes are outstanding1994, the Company will file has filed (i) all SEC Reports required to be filed by it with the SEC Commission and (unless the SEC will not accept such a filingii) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be have filed all other Reports required to be contained filed by any of them with any other Governmental Authorities, including state securities administrators, except where the failure to file any such Reports could not reasonably be expected to have a Material Adverse Effect on the Company. Such Reports, including all those filed after the date of this Plan and prior to the Effective Time, (x) were prepared in a filing all material respects in accordance with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis requirements of Financial Condition and Results of Operations” andapplicable Law (including, with respect to SEC Reports, the annual information onlySecurities Act and the Exchange Act, as the case may be, and the applicable Regulations of the Commission thereunder) and (y), in the case of the SEC Reports, did not at the time they were filed contain any untrue statement of a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be material fact or omit to state a material fact required to be filed with stated therein or necessary in order to make the SEC on Form 8-K if statements therein, in the Company light of the circumstances under which they were required to file such reports. The Company shall at all times comply with TIA § 314(a)made, not misleading. (b) The Company Consolidated Financial Statements and any consolidated financial statements of the Company (including any related notes thereto) contained in any SEC Reports filed by the Company with the Commission after the date of this Plan (i) have been or will have been prepared in accordance with the published Regulations of the Commission and in accordance with GAAP (except (A) to the extent required by changes in GAAP and (B), with respect to the SEC Reports filed by the Company prior to the date of this Plan, as may be indicated in the notes thereto) and (ii) fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the Guarantors shall furnish to consolidated results of their operations and cash flows for the Holders periods indicated (including, in the case of any unaudited interim financial statements, reasonable estimates of normal and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actrecurring year-end adjustments). (c) If the Company has designated any of its Subsidiaries Except as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aset forth in Section 4.07(c) of this Section 4.03 shall include a reasonably detailed presentationthe Company's Disclosure Letter, either on the face of the financial statements there exist no liabilities or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations obligations of the Company and its Restricted Subsidiaries separate from that are Material to the Company, whether accrued, absolute, contingent or threatened, and that would be required to be reflected, reserved for or disclosed under GAAP in consolidated financial condition and results of operations statements of the Unrestricted Subsidiaries. Company as of and for the period ended on the date of this representation and warranty, other than (di) Delivery liabilities or obligations that are adequately reflected, reserved for or disclosed in the Company's Consolidated Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt business of the foregoing shall not constitute constructive notice Company since March 31, 1997 and (iii) liabilities or obligations the incurrence of any information contained therein or determinable from information contained thereinwhich is permitted by Section 6.02(a).

Reports. (a) Notwithstanding that The Company shall use reasonable efforts to deliver or cause to be delivered to each Member the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesfollowing: (1i) all quarterly within twenty-five (25) days after the end of each of the first, second and annual financial third Fiscal Quarters of each Fiscal Year, an unaudited consolidated balance sheet, statement of operations and other information with respect to statement of cash flows of the Company and its Subsidiaries that would be required to be contained in a filing with as of and for the SEC on Forms 10-Q applicable Fiscal Quarter; (ii) within ninety (90) days after the end of each Fiscal Year, an audited consolidated balance sheet, statement of operations and 10-K if statement of cash flows of the Company were required and its Subsidiaries as of and for such Fiscal Year; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (iii) within ninety (90) days after the end of each Fiscal Year, to file each Person who was a Member at any time during such FormsFiscal Year, including an annual report containing a “Managementstatement of changes in such Member’s Discussion equity and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Companysuch Member’s certified independent accountantsCapital Account balance for such Fiscal Year (if any); and (2iv) all current such other materials as are listed in, and at the times listed in, Exhibit C attached hereto and made a part hereof. Reports delivered pursuant to this Section 12.17 may be delivered either in hard copy form or, in the Manager’s discretion, electronically; provided that any Member may, upon request, specify that such reports that would shall be required delivered to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)it in hard copy form. (b) The Company and will provide each Member with all information such Member may reasonably require in order to file tax returns in jurisdictions other than the Guarantors shall furnish to United States solely as a result of such Members’ participation in the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany. (c) If The Company will use commercially reasonable efforts to inform the Company has designated Members of the amount of taxes paid, if any, by the Company, during any of its Subsidiaries as Unrestricted Subsidiaries, thencalendar year, to countries other than the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include United States that are attributable to income allocated to Members as a reasonably detailed presentation, either on the face result of the financial statements or Members’ participation in the footnotes Company. The Company will use commercially reasonable efforts to provide such information to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, Members within ten days 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. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice date of any information contained therein or determinable from information contained thereinsuch payment.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to rules and regulations of the reporting requirements Commission and in lieu of Section 13 or 15(d) 7.4 of the Exchange ActBase Indenture, so long as any Notes are outstandingOutstanding, the Company will file with shall furnish to the SEC Holders or cause the Trustee (unless upon its receipt from the SEC will not accept such a filingCompany) for public availability within to furnish to the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly availableHolders, within five Business Days of filing, or attempting 30 days after the Company is required to file, file the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the NotesCommission: (1i) all quarterly and annual financial and other information with respect to reports that the Company and its Subsidiaries that is required to file, or would be required to be contained in a filing file with the SEC Commission, on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2ii) all current reports that the Company is required to file, or would be required to be filed file with the SEC Commission, on Form 8-K if the Company were required to file such reports. The Company ; provided that any such above information or reports filed with the ▇▇▇▇▇ system of the Commission (or any successor system) and available publicly on the Internet shall at all times comply with TIA § 314(a)be deemed to be furnished to the Holders of Notes. (b) The Company and the Guarantors All such reports shall furnish to the Holders and Beneficial Owners be prepared in all material respects in accordance with all of the Notesrules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, prospective purchasers whether or not required by the Commission, the Company shall file a copy of all of the Notes reports referred to in Section 5.1(a)(i) and securities analysts, upon their request, (ii) with the information, Commission for public availability within the time periods specified in the Commission’s rules and regulations applicable to such reports for the status of the filer that the Company would otherwise be if any, it were required to be delivered pursuant file reports with the Commission, subject to extension as set forth in Rule 144A(d)(412b-25(b)(ii) under the Securities ActExchange Act (or any successor provision) (unless the Commission shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it shall not take any action that would cause the Commission not to accept such filings. If, notwithstanding the foregoing, the Commission will not accept such filings for any reason, the Company will post the reports specified in Section 5.1(a) hereof on its publicly accessible website within the time periods that would apply if the Company were required to file those reports with the Commission. (c) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIf, thenand so long as, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face all of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations Capital Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate family and its Restricted Subsidiaries separate from corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the financial condition and results of operations Commission under Section 13(a) or 15(d) of the Unrestricted Subsidiaries. (dExchange Act, the requirements in Section 5.1(a) Delivery of reports, information and documents to shall be deemed satis- fied by the Trustee under this Section is for informational purposes only and the Trustee’s receipt filing by such Parent of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained reports specified in Section 5.1(a) hereof within the time periods specified therein.

Reports. The Company shall provide to the Persons named below at the times indicated the following financial statements and reports. (a) Notwithstanding To the Board of Directors, within forty (40) days after the end of each Fiscal Quarter, unaudited financial statements prepared in accordance with GAAP (except that the Company may not such financial statements will lack footnotes and other presentation items and will be subject to adjustments at the reporting requirements of Section 13 or 15(d) end of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andFiscal Year), with respect to the annual information onlysuch Fiscal Quarter, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)including income statements, balance sheets, cash flow statements and statements of owners’ equity. (b) The Company To the Board of Directors, within seventy-five (75) days after the end of each Fiscal Year, financial statements prepared in accordance with GAAP, including income statements, balance sheets, cash flow statements and statements of owners’ equity with respect to such Fiscal Year, which financial statements shall be audited by an independent certified public accounting firm selected and approved by the Guarantors shall furnish to Board of Directors. (c) To the Holders and Beneficial Owners Board of Directors, within seventy-five (75) days after the Notes, prospective purchasers end of the Notes and securities analysts, upon their requesteach Fiscal Year, the Company’s Form 1065 and as soon as reasonably practicable thereafter, to each Member, a Schedule K-1 for such Fiscal Year and such other United States federal and state income tax reporting information, if any, as is required by law to be delivered pursuant provided to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesMember. (d) Delivery To the Board of reportsDirectors, information within forty-five (45) days after the end of each Fiscal Year, a reserve report as of the last day of such Fiscal Year for the Company prepared by an independent petroleum engineering firm selected and documents approved by the Board of Directors that sets forth with respect to the Trustee under this Section is for informational purposes only Company, proved reserves, future net revenues relating thereto (based upon pricing and other assumptions specified by the Board of Directors) and the Trustee’s receipt discounted present value of such future net revenues (the rate of discount to be specified by the Board of Directors). (e) To the Board of Directors, by the 5th of August each calendar year, a mid-year update of the foregoing reserve report referenced in Section 7.3(d) as of the end of the Company’s second Fiscal Quarter, which update shall not constitute constructive notice be prepared by employees of any the Company or LINN (based upon pricing and other assumptions specified by the Board of Directors). (f) To the Board of Directors, within thirty (30) days after the end of each calendar month, operating reports and capital expenditure updates as of the end of the previous calendar month. (g) To Quantum, as soon as reasonably practicable, such other information contained therein or determinable from information contained thereinas is reasonably requested by Quantum.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with shall furnish or make available to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes within the time periods specified in the SEC’s 's rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company and its Subsidiaries were required to file such Formsforms, including a “"Management’s '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 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company and its Subsidiaries were required to file such reports. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request if not then publicly available. The Company shall at all times comply with TIA § Sections 314(a). Delivery by the Company of reports, information and documents to the Trustee pursuant to TIA Section 314(a) shall be for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). (b) The For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If Notwithstanding the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesforegoing, then, such requirements shall be deemed satisfied prior to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face commencement of the financial statements Exchange Offer or in the footnotes effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the financial statements exchange offer and/or the Shelf Registration Statement, and in Management’s Discussion and Analysis of Financial Condition and Results of Operationsany amendments thereto, of the financial condition and results of operations of Securities; PROVIDED that any such Registration Statement is filed within the Company and its Restricted Subsidiaries separate from time periods specified in the financial condition and results of operations of the Unrestricted SubsidiariesRegistration Rights Agreement. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless Trustee and the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s Commission's rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were was required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in a "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, ," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. Subsidiaries of the Company. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to in clauses (di) and (ii) 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 securities analysts and prospective investors upon request. In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s 's receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely conclusively on Officers' Certificates). The Trustee shall have no duty or responsibility to review such reports, information or documents.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act andregulations, and upon request, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with already available on the SEC’s E▇▇▇▇ filing system, the Company will furnish (without exhibits) to the Trustee and, upon its prior request, for delivery to any of the Holders or Beneficial Owners of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsauditors; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners If as of the Notesend of any such quarterly or annual period referred to in Section 4.18(a), prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, then the Company shall deliver (promptly after such SEC filing referred to in Section 4.18(a)) to the extent material, Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by paragraph (aSection 4.18(a) of this Section 4.03 shall as revised to include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations, operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (dc) Delivery of reportsSo long as any Notes remain outstanding, information and documents the Issuers shall furnish to the Trustee Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinSecurities Act.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes Securities are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Securities (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 Subsidiaries, and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in writing. Upon qualification of this Indenture under the TIA, the Company shall at all times also comply with the provisions of TIA § Section 314(a). (b) The For so long as any of the Securities remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners beneficial Holders of the Notes, Securities and to prospective purchasers of Securities designated by the Notes Holders of Transfer Restricted Securities (as defined in the Registration Rights Agreement) and securities analyststo broker dealers, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4144(d)(4) under the Securities Act. (c) If the The Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents deliver to the Trustee under this such documents specified in Section is for informational purposes only and 4.8(a) within 15 days after filing the Trustee’s receipt of same with the foregoing shall Commission or, if the Commission will not constitute constructive notice of any information contained therein or determinable from information contained thereinaccept such filings, within 15 days after the date on which the Company would have been required to file.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of and the Holders or Beneficial Owners of the Notes: (1a) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s '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 's certified independent accountants; and , and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. The Furthermore, for so long as any Notes remain outstanding (and regardless of the immediately preceding sentence), the Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4l44(c)(2) under the Securities Act. (c) If . Notwithstanding anything to the contrary above in this Section 4.03, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information shall not be required by paragraph (a) the terms of this Section 4.03 shall to include a reasonably detailed presentationin any filing, either on the face or to furnish any information with respect to, financial information of the financial statements Company for its fiscal years ended December 31, 2001 or December 31, 2000, or any interim period in the footnotes to the financial statements and in such years (including any Management’s 's Discussion and Analysis of Financial Condition and Results of OperationsOperations with respect to any such periods), of unless and until such information becomes available (whether or not pursuant to any filing with 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 SubsidiariesSEC). (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with shall provide to the SEC (unless Trustee and the SEC will not accept such a filing) for public availability registered Holders of the Notes, within 15 days of the applicable time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesrelevant forms: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsForms (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 thereon on the annual financial statements by the Company’s certified independent accountantsregistered public accounting firm; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company ; provided, however, that to the extent such reports are filed with the SEC and publicly available, such reports shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish have been deemed to have been provided to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required no additional copies need to be provided to the Holders, however, copies will still be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Trustee. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, theneither individually or collectively, to the extent materialwould otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall include a reasonably detailed summary presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operationsstatements, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. In addition, the financial condition Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the extent such Notes constitute “restricted securities” within the meaning of the Securities Act. The Company shall maintain a website to which all of the reports and press releases required by this Section 3.2 are posted (unless such reports are otherwise filed with the SEC). (b) So long as any Notes are outstanding, the Company will also: (1) within 15 Business Days after providing the annual and quarterly information required pursuant to Section 3.2(a) (or such earlier time as the Company determines), hold a conference call (the “Company Conference Call”) to discuss the results of operations for the relevant reporting period; and (2) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the proposed date of the Unrestricted Subsidiaries. Company Conference Call, announcing the time and date of the Company Conference Call and either including all information necessary to access the call or directing Holders, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers to contact the appropriate person at the Company to obtain such information. The Company Conference Call may be part of or separate from any earnings or similar conference call relating to the financial results of the Company or any of its Subsidiaries as long as such call otherwise meets the requirements of the foregoing clauses (d1) Delivery and (2). In addition, if at any time any direct or indirect parent company of the Company becomes a Subsidiary Guarantor (there being no obligation of any such parent to do so), such entity holds no material assets other than cash, cash equivalents and the Capital Stock of the Company or any other direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and would comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to the Trustee under be furnished to Holders pursuant to this Section is for informational purposes only and 3.2 may, at the Trustee’s receipt option of the foregoing shall not constitute constructive notice Company, be furnished by and be those of any information contained therein or determinable from information contained thereinsuch parent rather than the Company.

Reports. Since January 1, 1999, the Seller and its subsidiaries have timely filed, and subsequent to the date hereof will timely file, all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were and are required to be filed with (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements and all other communications mailed by the Company Seller to its stockholders since January 1, 1999 (and copies of all such reports, registrations statements and communications have been or will furnish be delivered or otherwise made available by the Seller to the Trustee andBuyer), upon its prior request(b) the OTS, (c) the FDIC, (d) the NASDAQ, and (e) any applicable state securities, insurance or banking authorities (except, in the case of state securities or insurance authorities, no such representation is made as to filings which are not material) (all such reports, registrations and statements, together with any amendments thereto, are collectively referred to herein as the "Seller Reports") and have paid all fees and assessments due and payable in connection with any of the Holders or Beneficial Owners foregoing. As of their respective dates, the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Seller Reports complied and, with respect to filings made after the annual information onlydate of this Agreement, a report thereon will at the date of filing comply, in all material respects with all of the statutes, rules and regulations enforced or promulgated by the Company’s certified independent accountants; regulatory authority with which they were filed and did not contain and (2) all current reports that would be , with respect to filings made after the date of this Agreement, will not at the date of 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 light of the circumstances under which they were made, not misleading. Except as set forth in Section 4.9 of the Seller Disclosure Schedule, none of the Seller's subsidiaries is required to file any form, report or other document with the SEC. The Seller has made available to the Buyer true and complete copies of all amendments and modifications that have not been filed by the Seller with the SEC on Form 8-K if to all agreements, documents and other instruments that previously had been filed by the Company were required to file such reportsSeller with the SEC and are currently in effect. The Company shall at all times comply with TIA § 314(a). (b) The Company Except for normal periodic examinations conducted by a Bank Regulator in the regular course of the business of the Seller and the Guarantors shall furnish its subsidiaries, since January 1, 2001, no Bank Regulator has initiated any proceeding or, to the Holders and Beneficial Owners best knowledge of the NotesSeller, prospective purchasers investigation into the business or operations of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated Seller or any of its Subsidiaries subsidiaries. Except as Unrestricted Subsidiaries, then, to set forth in Section 4.9 of the extent materialSeller Disclosure Schedule, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company Seller and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiariessubsidiaries have resolved all material violations, criticisms or exceptions by any Bank Regulator with respect to any such normal periodic examination. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, if not filed electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system), the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesfor a filer that is a “non-accelerated filer”: (1) all substantially the same quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K K, if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2) all substantially the same current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The In addition, whether or not required by the Commission, after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, the Company will file a copy of all of the 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) for a filer that is not an “accelerated filer” (as defined in such rules and regulations) and make such information available to securities analysts and prospective investors upon request. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided, that such cure shall not otherwise affect the rights of the Holders pursuant to Article VI if holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all times comply with TIA § 314(a). (b) The the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, the Company and the Guarantors shall has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4144A(d) (4) under the Securities Act. . In addition, at any time (i) (a) a Fall Away Event has occurred, (b) the unsecured debt securities of the direct or indirect parent company of the Company are assigned by both Rating Agencies an Investment Grade Rating and (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, such parent company is subject to the extent materialreporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission or (ii) any direct or indirect parent company becomes a Guarantor (there being no obligation of any such parent company to do so), and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision) in the case of clause (i) or (ii), the quarterly reports, information and annual financial other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.3 may, at the option of the Company, be filed by and be those of such parent company rather than the Company; provided that, in the case of clause (ii), the same is accompanied by consolidating information as required by paragraph (a) Rule 3-10 of this Section 4.03 shall include a reasonably detailed presentationRegulation S-X that explains in reasonable detail the differences between the information relating to such parent company, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition other hand. Notwithstanding the foregoing, the requirement to provide the information and results of operations reports referred to in clause (1) above shall be deemed satisfied prior to the commencement of the Unrestricted Subsidiaries. (d) Delivery Exchange Offer or the effectiveness of reports, information and documents a Shelf Registration Statement relating to the registration of the Notes under the Securities Act by the filing with the Commission of a registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act within the timeframes required by the Registration Rights Agreement. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, at its expense, the Trustee will deliver such reports to the Holders under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.3.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company Companies will furnish to the Trustee andand Holders, upon its prior request, to any within 15 days of the Holders dates on which the Companies would be required to file such information with the Commission, if the Companies were subject to Sections 13 or Beneficial Owners 15(d) of the NotesExchange Act: (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Companies were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s Companies' certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Companies were required to file such reports. The Company ; provided, however, that the first quarterly report to be furnished pursuant to this paragraph shall at all times comply be furnished as soon as is reasonably practicable following the end of such quarterly period but in no event later than November 15, 2003; provided, further, that the Companies will not be required to furnish such information to the Trustee or the registered Holders to the extent such information is electronically filed with TIA § 314(a)the Commission and is electronically available to the public free of cost. (b) The Company and If TWI or the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has Companies have designated any of its their respective Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by the preceding paragraph (a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company TWI and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of TWI. (c) In addition, following the consummation of the Exchange Offer, whether or not required by the Commission, the Companies will file a copy of all of the information and reports referred to in clauses (a) and (b) 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 securities analysts and prospective investors upon request. In addition, the Companies and the Guarantors agree that, for so long as any Notes remain outstanding, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, to the extent such information is not electronically filed with the Commission and is not electronically available to the public free of cost. (d) Delivery For so long as Rule 3-10 of reportsRegulation S-X under the Exchange Act (or any successor rule or regulation) permits TWI to provide the financial statements and other information referred to above in lieu of separate financial statements and other information of the Companies, information and documents the Companies will be deemed to the Trustee have satisfied their obligations under this Section is for informational purposes only 4.03 by providing TWI financial statements and other information, so long as such financial statements and other information otherwise comply in all respects with the Trustee’s receipt of requirements set forth above with respect to the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompanies.

Reports. (a) Notwithstanding that Whether or not the Company may not be is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee and the Holders, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to within 75 days after the Company and its Subsidiaries that would be required to be contained end of each of the first three fiscal quarters in a filing with the SEC each fiscal year, reports on Forms 10-Q and 10Form 6-K if (or any successor form) containing, whether or not required, the Company were required to file such Forms, Company’s unaudited quarterly consolidated financial statements (including a “balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a Management’s Discussion and Analysis of Financial Condition and Results of Operations” andOperations (the “MD&A”) (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (2) within the time period required under the rules of the SEC for the filing of Form 20-F (or any successor form) for each fiscal year, with respect an annual report on Form 20-F (or any successor form) containing the information required to be contained therein (including the annual information onlyCompany’s audited consolidated financial statements, a report thereon by the Company’s certified independent accountantsaccountants and an MD&A) for such fiscal year; and (23) all current reports that at or prior to such times as would be required to be filed or furnished to the SEC if the Company was then a “foreign private issuer” subject to Section 13(a) or 15(d) of the Exchange Act (whether or not the Company is then subject to such requirements), all such other reports and information that the Company would have been required to file or furnish pursuant thereto. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (b) In addition, the Company shall electronically file or furnish, as the case may be, a copy of all such information and reports referred to in clauses (1) through (3) in paragraph (a) above with the SEC for public availability within the time periods specified therein at any time the Company is then subject to Section 13(a) or 15(d) of the Exchange Act and make such information available to the Holders, and if the Notes are represented by one or more Global Notes, the beneficial owners, of the Notes and prospective investors upon request. (c) The Company shall be deemed to have furnished such reports referred to in paragraph (a) above to the Trustee and the Holders if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in paragraph (a) above on Form 8its website within the time periods that would apply to non-K accelerated filers if the Company were required to file such reports. The Company shall at all times comply those reports with TIA § 314(a)the SEC. (bd) The Company agrees that, for so long as any Notes remain outstanding, it will hold and participate in quarterly conference calls with the Holders and securities analysts relating to the financial condition and results of operations of the Company and the Guarantors shall Restricted Subsidiaries. (e) In addition, for so long as any Notes remain outstanding and are subject to restrictions on transfer by non-Affiliates under U.S. federal securities laws, the Company will furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) . Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with the covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate).

Reports. (a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing information or reports on the Commission’s website will be deemed to satisfy the foregoing delivery requirements. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC furnish (unless the SEC will not accept such a filingwhether through hard copy or internet access) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of Notes, within the Notestime periods specified in the Commission’s rules and regulations: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon 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 Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company will be deemed to have furnished each report required by paragraph (a) of this Section 4.03 to the Trustee and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of Notes if it has filed such report with the Notes Commission using the ▇▇▇▇▇ filing system (or any successor system) and securities analysts, upon their request, the information, if any, required such report is publicly available. The Trustee shall have no responsibility to be delivered pursuant to Rule 144A(d)(4) under the Securities Actdetermine whether such filings have been made. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (d) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information or report as contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (e) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only only, and the Trustee’s receipt of the foregoing thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from the information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates as set forth in this Indenture). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website under this Indenture, or participate in any conference calls. (f) In addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. The Company shall file with the Trustee, within 15 days of filing them with the Commission, copies of the annual reports and of the information, documents and other reports (aor copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) Notwithstanding that the Company may is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. If the Company is not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will shall nevertheless file with the SEC (unless Commission and the SEC will not accept such a filing) for public availability within Trustee, on the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing date upon which it would have been so filed and made publicly available, within five Business Days of filing, or attempting required to file, the same file with the SECCommission, the Company will furnish to the Trustee andfinancial statements, upon its prior request, to including any of the Holders or Beneficial Owners of the Notes: notes thereto (1) all quarterly and annual financial and other information with respect to annual reports, an auditor’s report by a firm of established national reputation, upon which the Company Trustee may conclusively rely), and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” andboth comparable to that which the Company would have been required to include in such annual reports, with respect information, documents or other reports if the Company were subject to the annual information onlyrequirements of Section 13 or 15(d) of the Exchange Act; provided, a report thereon by however, that the Company’s certified independent accountants; and (2) all current reports that would Company shall not be required to register under the Exchange Act by virtue of this provision, if it were not otherwise required to do so. If the Company is required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company shall cause any annual report furnished to its stockholders generally and any quarterly or other financial reports it furnishes to its stockholders generally to be filed with the SEC on Form 8-K if Trustee and the Company were required shall cause such reports to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish be mailed to the Holders and Beneficial Owners at their addresses appearing in the register of Bonds maintained by the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Registrar. If the Company has designated any of is not required to furnish annual or quarterly reports to its Subsidiaries as Unrestricted Subsidiaries, then, stockholders pursuant to the extent materialExchange Act, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 Company shall include a reasonably detailed presentation, either on the face of the cause its financial statements or referred to in the footnotes immediately preceding paragraph, including any notes thereto (and with respect to the financial statements annual reports, an auditors’ report by a firm of established national reputation), and in a “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” to be so mailed to the Holders within 120 days after the end of each of the financial condition Company’s fiscal years and results within 60 days after the end of operations each of the Company and its Restricted Subsidiaries separate from first three fiscal quarters of each year. So long as not contrary to the financial condition and results of operations then current recommendations of the Unrestricted Subsidiaries. (d) Delivery American Institute of reportsCertified Public Accountants, information and documents the year-end financial statements delivered to the Trustee under pursuant to this Section is for informational purposes only and 4.09 shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee’s receipt ) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company has violated any provisions of Sections 7.01(a) of the foregoing Indenture or Sections 4.01 through 4.06 of this Supplemental Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not constitute constructive notice be liable directly or indirectly to any Person for any failure to obtain knowledge of any information contained therein or determinable from information contained thereinsuch violation.

Reports. (a) Notwithstanding that Whether or not the Company may not be is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, so long as any Notes are outstandingto the extent not prohibited by the Exchange Act, the Company will file with make available to the Trustee and the Holders of the Notes without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC (unless may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the SEC will not accept such Exchange Act and applicable to a filing) for public availability U.S. corporation within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information therein with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a)an accelerated filer. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to then the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) For so long as any Notes remain outstanding and constitute ‘‘restricted securities’’ under Rule 144, 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) Delivery of reports, information and documents The Company shall be deemed to have furnished such reports to the Trustee under this Section is for informational purposes only and the TrusteeHolders of Notes if it has filed such reports with the SEC using the ▇▇▇▇▇ filing system or on the Company’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinwebsite and such reports are publicly available.

Reports. (a) Notwithstanding that From and after the Company may not be subject to earlier of the reporting requirements of Section 13 or 15(d) effective date of the Exchange ActOffer Registration Statement or the effective date of the Shelf Registration Date, whether or not required by the rules and regulations of the SEC, so long as any Senior Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Senior Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § Section 314(a). (b) The For so long as any Senior Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If . The financial information to be distributed to Holders of Senior Notes shall be filed with the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, Trustee and mailed to the extent materialHolders at their addresses appearing in the register of Senior Notes maintained by the Registrar, within 90 days after the end of the Company's fiscal years and within 45 days after the end of each of the first three quarters of each such fiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes Trustee will deliver such reports to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee Holders under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.03.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations under applicable, if the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act andAct, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, to a U.S. corporation that is an accelerated filer or attempting to file, the same with the SEC, if the Company will furnish is not subject to the Trustee and, upon its prior requestreporting requirements of Section 13 or Section 15(d) of the Exchange Act, to any of the Holders or Beneficial Owners of the Notesa U.S. corporation that is a non-accelerated filer: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a section on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (c) The availability of the foregoing materials on the Commission’s website or on CRI’s website shall be deemed to satisfy the delivery obligations under clauses (a) and (b) of this Section 4.03. (d) Delivery In the event that any direct or indirect parent company of reportsthe Company becomes a guarantor of the Notes, the Company may satisfy its obligations in this Section 4.03 with respect to financial information and documents relating to the Trustee under this Section Company by furnishing financial information relating to such parent company for so long as such parent company is for informational purposes only a guarantor of the Notes; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the Trustee’s receipt of information relating to the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany and its Subsidiaries on a standalone basis, on the other hand.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless Holders of Notes and the SEC will not accept such a filing) for public availability Trustee, within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notesregulations: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsreports excluding (i) information that would not be required to be provided pursuant to (2) below if, including but for (2) below, such information would otherwise be required on a “Management’s Discussion current report and Analysis of Financial Condition and Results of Operations” and, (ii) with respect to the annual Form 10-K, information only, a report thereon by the Company’s certified independent accountantsrequired to be provided pursuant to Part III Item 11 of Form 10-K; and (2) all current reports that would be required to be filed with the SEC on Items 1.01, 1.02, 1.03, 2.01, 4.01 and 5.01 of Form 8-K if the Company were required to file such reports. The Company shall at All such reports will be prepared in all times comply material respects in accordance with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners all of the Notes, prospective purchasers of rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Notes and securities analysts, upon their request, Company’s consolidated financial statements by the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Company’s certified independent accountants. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (dSubsidiaries of the Company. In addition, 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 with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) Delivery under the Securities Act. In addition, the Company will arrange and participate in quarterly conference calls to discuss its results of reportsoperations with Holders, information no later than 10 Business Days following the date on which each of the quarterly and documents annual reports are made available as provided above. The Company will provide to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Holders of the foregoing shall Notes dial-in conference call information substantially concurrently with the posting of such reports on its website. Access to any such reports on the Company’s website and to such quarterly conference calls may be password protected, provided that the Company makes reasonable efforts to notify the Trustee and Holders of the Notes of the password and other information required to access such reports on its website and such quarterly conference calls. Notwithstanding the foregoing, the Company will not constitute constructive notice of any information contained therein or determinable from information contained therein.be required to provide the following:

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee andand post on its website, upon its prior requestwithin 15 days after it files (or would have been required to file) with the Commission, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon by on the Company’s certified annual consolidated financial statements of the Company of its independent accountants; and public accountants and (2) all current reports the information that would be required to be filed with the SEC contained on Form 8-K K, in each case as if the Company were required to file such reportsforms. The In addition, to the extent not satisfied by the foregoing, the Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall will agree that, for so long as any Notes are outstanding, it will furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) . Delivery of such reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). Notwithstanding the foregoing, the requirements of this Section 4.3 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by (1) the filing with the Commission of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting on its website or providing to the Trustee within 15 days of the time periods after the Company would have been required to file annual and interim reports with the SEC, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Final Memorandum.

Reports. (a) Notwithstanding that Whether or not the Company may not be subject is required to do so by the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless Holders of the SEC will not accept such a filing) for public availability Notes, within the time periods specified in the SEC’s 's rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1i) all quarterly and annual financial and other information with respect to the Company and its consolidated Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “"Management’s '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, showing in reasonable detail, 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, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial information and results of operations of the Unrestricted Subsidiaries of the Company and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and , and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and After the Guarantors shall furnish to Exchange Offer or the Holders and Beneficial Owners effectiveness of the NotesShelf Registration Statement, prospective purchasers whether or not required by the rules and regulations of the Notes and securities analysts, upon their requestSEC, the information, if any, Company shall file a copy of all of the information and reports required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph clause (a) of this Section 4.03 shall include a reasonably detailed presentation4.3 with the SEC for public availability, either on unless the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing SEC shall not constitute constructive notice of any accept such a filing, and make such information contained therein or determinable from information contained thereinavailable to securities analysts and prospective investors upon request.

Reports. (a) Notwithstanding that Whether or not the Company may not be subject is required to do so by the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under (unless the Exchange Act SEC will not accept such a filing) and, unless the foregoing have been so filed and made publicly available, within five Business Days 15 days of filing, or attempting to file, the same with the SEC, the Company will furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of Notes and the Notes: Trustee (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and , and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § §314(a). (b) The For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (aSection 4.03(a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt Subsidiaries of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained thereinCompany.

Reports. (a) Notwithstanding that So long as any of the Notes remain outstanding, the Company shall cause copies of all quarterly and annual financial reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may not be subject by rules and regulations prescribe) which the Company is required to file with the reporting requirements of SEC pursuant to Section 13 13(a) or 15(d) of the Exchange Act ("SEC Reports") to be filed with the Trustee within 15 days of filing with the SEC. If the Company is not subject to the requirements of Section 13(a) or 15(d) of the Exchange Act or shall cease to be required by the SEC to file SEC Reports pursuant to the Exchange Act, so long as any Notes are outstanding, the Company will shall nevertheless continue to cause SEC Reports, comparable to those which it would be required to file pursuant to Section 13(a) or 15(d) of the Exchange Act if it were subject to the requirements of either such section, to be so filed with the SEC (unless the SEC will not accept such a filing) for public availability and with the Trustee within the same time periods specified in as would have applied (including under the SEC’s rules and regulations under preceding sentence) had the Company been subject to the requirements of Section 13(a) or 15(d) of the Exchange Act. Whether or not required by the Exchange Act andto file SEC Reports with the SEC, unless so long as any Notes are outstanding, the foregoing have been so filed and made publicly available, within five Business Days Company shall furnish copies of filing, or attempting the SEC Reports to file, the holders of Notes at the time the Company is required to file the same with the SECTrustee and make such information available to investors who request it in writing. In addition, the Company will shall, for so long as any Notes remain outstanding, furnish to the Trustee and, upon its prior request, holders and to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly securities analysts and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall also comply with the provisions of TIA ss. 314(a). (cb) If The Company shall provide the Company has designated any Trustee with a sufficient number of its Subsidiaries as Unrestricted Subsidiaries, then, copies of all SEC Reports that the Trustee may be required to deliver to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face holders of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee Notes under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.03.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will shall provide to the Trustee 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 from time to time by rules and regulations prescribe) that the Company would be required to file with the SEC (unless pursuant to Section 13 or Section 15(d) of the Exchange Act, subject to the next succeeding paragraph. The company shall be deemed to have complied with the previous sentence to the extent that such information, documents and reports are filed with the SEC will not accept such a filingvia ▇▇▇▇▇, or any successor electronic delivery procedure. (b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for public availability within any reason, with respect to the time periods specified information, documents and reports provided for in the immediately preceding paragraph: (i) with respect to current reports on Form 8-K under the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SECregulations, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would shall be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all provide only current reports containing substantially all of the information that would be required to be filed with the SEC in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a)-(c) (other than compensation information) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K; provided, however, that no such current reports (or Items thereof or all or a portion of the financial statements that would have otherwise been required thereby) will be required to be provided (or included) if the Company were required determines in its good faith judgment that such event (or information) is not material to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers of the Notes or to the business, assets, operations or financial position of the Company and securities analystsits Subsidiaries, upon their request, the taken as a whole; (ii) such information, if anydocuments and reports shall, in each case, be subject to exceptions and exclusions consistent with the presentation of financial and other information in the Offering Memorandum, including with respect to the omission of financial statements or financial information required by Rules 3-09 or 3-10 under Regulation S-X promulgated by the SEC (or any successor provision), Compensation Discussion and Analysis otherwise required by Regulation S-K Item 402(b), and information otherwise required by Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (iii) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Company may be excluded from any information, documents and reports; (iv) in no event will such information, documents and reports will contain compensation or beneficial ownership information; and (v) in no event will such information, documents and reports be required to be delivered pursuant to Rule 144A(d)(4) comply with Regulation G under the Securities ActExchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein. (c) If The Company may satisfy its obligations in this Section 4.01 with respect to financial information relating to the Company has designated any of its Subsidiaries by furnishing financial information relating to a direct or indirect parent entity; provided that if and so long as Unrestricted Subsidiaries, then, to the extent materialsuch parent entity shall have Independent Assets or Operations (as defined below), the quarterly and annual financial same is accompanied by consolidating information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationthat explains in reasonable detail the differences between the information relating to such parent entity, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the other hand. “Independent Assets or Operations” means, with respect to any such parent entity, that such parent entity’s total assets or revenues, determined in accordance with GAAP and as shown on the most recent financial condition and results statements of operations such parent entity, is more than 5.0% of the Unrestricted Subsidiariessuch parent entity’s corresponding consolidated amount. (d) Notwithstanding anything herein to the contrary, in the event that the Company fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, the Company will be deemed to have cured such Default with respect to the Notes for purposes of Section 6.01(4) upon the filing or provision of all such information, documents and reports required hereunder prior to the expiration of 90 days after written notice to the Company of such failure from the Trustee or the Holders of at least 25% of the principal amount of the Notes. (e) The Trustee shall have no responsibility whatsoever to monitor whether any filing or posting contemplated by this Section 4.01 has occurred. Delivery of any reports, information and or documents pursuant to the Trustee under this Section 4.01 is for informational purposes only and the Trustee’s receipt of the foregoing such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Reports. (a) Notwithstanding that Whether or not the Company may not be is then subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company will file with the Commission, so long as any Notes are outstanding, the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, and such documents shall be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. The Company will also, in the event the filing of such documents by the Company with the Commission is not permitted by the Commission (i) within 15 days of each Required Filing Date, (a) transmit by mail to all holders of Notes, as their names and addresses appear in the Note register, without cost to such holders and (b) file with the Trustee copies of the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections and (ii) promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company’s cost. In addition, the Company will file with the SEC (unless Commission and with the SEC will not accept such a filing) for public availability within the time periods specified Trustee, in the SEC’s accordance with rules and regulations under prescribed by the Exchange Act andCommission, unless the foregoing have been so filed such additional information, documents and made publicly available, within five Business Days of filing, or attempting reports with respect to file, the same compliance with the SECconditions and covenants provided for herein as may be required by such rules and regulations. Notwithstanding anything herein to the contrary, the Company will furnish not be deemed to the Trustee and, upon its prior request, have failed to comply with any of its agreements under this Section 4.02 for purposes of clause (iii) under Section 6.01(a) until 90 days after the Holders or Beneficial Owners of the Notes: (1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a date any report thereon by the Company’s certified independent accountants; and (2) all current reports that would be hereunder is required to be filed with the SEC on Form 8-K if Commission pursuant to this Section 4.02. In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company were required to file such reports. The Company shall at all times comply with TIA § 314(a). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, prospective purchasers holders of the Notes and to securities analystsanalysts and prospective investors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If . The Company may satisfy its obligations under this Section 4.02 with respect to financial information relating to the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, by furnishing financial information relating to the extent materiala Parent Entity; provided that, the quarterly and annual financial same is accompanied by consolidating information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentationthat explains in reasonable detail the differences between the information relating to such Parent Entity, either on the face of one hand, and the financial statements or in the footnotes information relating to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from on a standalone basis, on the financial condition and results other hand. For the avoidance of operations doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. Notwithstanding the foregoing, if the Company or any Parent Entity of the Unrestricted Subsidiaries. (d) Delivery Company has furnished the holders of reports, information and documents Notes or filed with the Commission the reports described in the preceding paragraphs with respect to the Trustee under Company or any Parent Entity, the Company shall be deemed to be in compliance with the provisions of this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein4.02.

Reports. (a) Notwithstanding that Whether or not required by the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with shall furnish, upon request, to the SEC (unless Trustee on behalf of the SEC will not accept such a filing) for public availability Holders of Notes, within the time periods specified in the SEC’s 's rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same (together with any extensions granted by the SEC, the Company will furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes:): (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The ; provided, however, that (x) if the SEC will accept the filings of the Company as provided in the next succeeding paragraph, the Company need not furnish such reports to the Trustee and (y) the Company shall at all times comply with TIA § 314(a)not be required to furnish financial information for the period ended June 26, 2004 prior to September 30, 2004. (b) The Following the date by which the Company and is required to consummate the Guarantors Exchange Offer, whether or not required by the SEC, the Company shall furnish to the Holders and Beneficial Owners file a copy of all of the Notes, information and reports referred to in Section 4.03(a)(i) and Section 4.03(a)(ii) with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective purchasers of the Notes and securities analysts, investors upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements thereto, and in "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations, ," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted SubsidiariesSubsidiaries of the Company. (d) Delivery of For so long as any Notes (but not the Exchange Notes) remain outstanding, the Company and the Parent Guarantor shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Notwithstanding the foregoing, so long as the Parent Guarantor is a Guarantor, the reports, information and other documents required to be filed and provided as described above shall be those of the Parent Guarantor, rather than those of the Company, so long as such filings would satisfy the SEC's requirements. In such event, the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of both (x) any Unrestricted Subsidiaries of the Company and (y) any Subsidiaries of the Parent Guarantor (other than the Company) that are not Subsidiaries of the Company. (f) The receipt by the Trustee under of any such reports and statements pursuant to this Section is for informational purposes only and the Trustee’s receipt of the foregoing 4.03 shall not constitute notice or constructive notice of any information contained therein in such reports and statements or determinable from information contained thereinin such reports and statements, including the Issuer's compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer's Certificate).

Reports. (a) Notwithstanding that Whether or not the Company may not be subject to is required by the reporting requirements of Section 13 or 15(d) rules and regulations of the Exchange ActSEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, unless the foregoing have been so filed and made publicly available, within five Business Days of filing, or attempting to file, the same with the SEC, the Company will shall furnish to the Trustee and, upon its prior request, to any Holders of the Holders or Beneficial Owners of the Notes: Notes (1i) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, 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 (showing in reasonable detail, 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, the financial condition and results of operations of the Company and its Restricted Subsidiaries separately from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The In addition, whether or not required by the rules and regulations of the SEC, the Company shall at file a copy of all times comply such information and reports with TIA § 314(a)the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) The For so long as any Notes remain outstanding, the Company and the Subsidiary Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, to securities analysts and prospective purchasers of the Notes and securities analystsinvestors, upon their request, the information, if any, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of reports, information and documents to the Trustee under this Section is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein.