Common use of Reports Clause in Contracts

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether FSIC has timely filed or furnished all forms, statements, certifications, reports and documents that it was required to file since the Applicable Date with the SEC (such filings since the Applicable Date, the “FSIC SEC Reports”). No FSIC SEC Report, at the time filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not required by misleading. As of their respective dates, all FSIC SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC, so long as any Notes are outstanding, SEC with respect thereto. None of the Company shall furnish to the Trustee and the Holders Consolidated Subsidiaries of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be FSIC is required to be contained in a make any filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated Neither FSIC nor any of its Consolidated Subsidiaries as Unrestricted is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any Contract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity that currently restricts in any material respect the conduct of its business (or to FSIC’s knowledge that, upon consummation of the Merger, would restrict in any material respect the conduct of the business of FSIC or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Consolidated Subsidiaries, then nor has FSIC or any of its Consolidated Subsidiaries been advised in writing or, to the quarterly and annual financial information required knowledge of FSIC, verbally, by Section 4.03(a) shall include a reasonably detailed presentationany Governmental Entity that it is considering issuing, either on the face initiating, ordering, or requesting any of the financial statements or in foregoing. (c) FSIC has made available to CCT all material correspondence with the footnotes theretoSEC since the Applicable Date and, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", as of the financial condition date of this Agreement, to the knowledge of FSIC, (i) there are no unresolved comments from the SEC with respect to the FSIC SEC Reports or any SEC examination of FSIC and results of operations (ii) none of the Company and its Restricted Subsidiaries separate from FSIC SEC Reports is subject to any ongoing review by the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySEC.

Reports. (a) Whether or not required the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, to the extent not prohibited by the rules and regulations of the SEC, so long as any Notes are outstandingExchange Act, the Company shall furnish will file with the Commission, and make available to the Trustee and the Holders of 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 Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within the time periods specified in therein with respect to an accelerated filer. In the SEC's rules event that the Company is not permitted to file such reports, documents and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q Commission pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and 10-K (or the Holders of the Notes without cost to any successor forms) Holder as 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 subject to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (iireporting requirements of Section 13 or 15(d) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 Exchange Act within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such therein with respect to 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)non-accelerated filer. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by Section 4.03(a4.04(a) shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. (c) The Company shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations. (d) The availability of the foregoing information or reports on the SEC’s website or the Company’s website will be deemed to satisfy the foregoing delivery requirements. (e) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.04 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 the covenants contained in the Indenture (as to which the Trustee will be entitled to conclusively rely upon an Officers’ Certificate). (f) In addition, the Company and the Subsidiary Guarantors, for so long as any Notes remain Outstanding, shall be required to deliver all reports and other information required to be delivered under the TIA within the time periods set forth in the TIA.

Reports. (a) Whether The Company shall furnish or not required 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 the rules and regulations of the SEC, so long as any Notes are outstanding, prescribe) that the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were is required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (Commission pursuant to Section 13 or any successor forms15(d) 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 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)Exchange Act. (b) If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act and the Notes are subject to restrictions on transfer by Persons other than Affiliates of the Company under Rule 144, the Company will furnish to all Holders of the Notes and prospective purchasers of the Notes designated by the Holders of the Notes, promptly on their request, the information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act. (c) 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 the Notes and prospective purchasers as required by this Section 4.03 if it has designated filed such reports or information with the Commission via the ▇▇▇▇▇ filing system or otherwise made such reports or information publicly available on a freely accessible page on the Company’s website; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such reports and information have been posted on such website. (d) Delivery by the Company of any such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiariesto which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, then information or documents to ensure compliance with the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on provisions of this Indenture or to ascertain the face correctness or otherwise of the financial information or the statements or in the footnotes thereto, contained therein. The Trustee is entitled to assume such compliance and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", correctness unless a Responsible Officer of the financial condition Trustee is informed, in writing, otherwise. Delivery by the Company of any such reports, information and results documents to the Trustee pursuant to this Section 4.03 is for informational purposes only and the Trustee’s receipt of operations 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 Company information or the statements contained therein. The Trustee is entitled to assume such compliance and its Restricted Subsidiaries separate from the financial condition and results of operations correctness unless a Responsible Officer of the Unrestricted Subsidiaries of the CompanyTrustee is informed, in writing, otherwise.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes Securities are outstanding, the Company shall will furnish the Trustee, for delivery to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Securities upon their written request therefor: (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) 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 ” that describes the annual information only, a report on the annual financial statements by the Company's certified independent accountants condition and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if results of operations of 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 within the time periods specified its consolidated Subsidiaries (showing 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentationreasonable detail, either on the face of the financial statements or in the footnotes thereto, 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 of the Company, if any) 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 each case within the time periods specified in the Commission’s rules and regulations. The Company shall at all times comply with TIA § 314(a). Provided that, the delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder or under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) In addition, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the 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.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuers shall furnish to the Trustee Holders and the Holders of Notes Trustee, within the time periods specified in the SEC's Commission’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers were required to file such forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by the Company's certified its independent accountants and public accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuers 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes Notes, within the time periods specified in the SEC's ’s rules and regulations regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements by the Company's ’s certified independent accountants and accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. . (b) In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such of the 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 ’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 In addition, the Company shall at all times comply with TIA Section 314(a)shall, for so long as any Notes remain outstanding, 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, if any such information is required to be delivered. (bc) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. 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 6.01(a)(iv) of this Indenture until 120 days after the date any report under this Section 4.03 is due. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not CCO shall file with the Trustee, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish pursuant to the Trustee Trust Indenture Act at the times and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information manner provided pursuant to such Act; provided that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (any such information, documents or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (Commission pursuant to Section 13 or any successor forms15(d) if of the Company were Exchange Act shall be filed with the Trustee within 15 days after the same is so 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 be filed 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 requestCommission. The Company CCO shall at all times also comply with TIA the other provisions of Trust Indenture Act Section 314(a). (b) If . Delivery of such reports, information and documents to the Company has designated Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiariesto which the Trustee is entitled to rely exclusively on Officers’ Certificates). Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of CCO), if such Parent (or other Person which, directly or indirectly, owns a majority the outstanding common equity interests of CCO) has furnished the Holders of the Notes or filed electronically with the Commission the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common Equity Interests of CCO) and such reports include a brief explanation (or such explanation is otherwise made available to the Holders) of the material differences between the financial statements of such Parent and that of CCO, then the quarterly Issuers shall be deemed to be in compliance with this covenant. Any information filed with the Commission and annual financial information available at ▇▇▇.▇▇▇.▇▇▇ or made available on any Parent’s website shall be deemed transmitted, filed and delivered as required by under this Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company4.03.

Reports. Whether or not Parent is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, Parent shall file with the Commission the annual reports, quarterly reports and other documents which Parent would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if Parent were subject thereto, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which Parent would have been required to file them. Parent or the Issuer shall also in any event (a) Whether or not required within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the rules Security Register, without cost to such Holders, and regulations (ii) file with the Trustee copies of the SECannual reports, so long as quarterly reports and other documents (without exhibits) which Parent would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or any Notes are outstandingsuccessor provisions thereto if Parent were subject thereto and (b) if filing such documents by Parent with the Commission is not permitted under the Exchange Act, promptly upon written request, supply copies of such documents (without exhibits) to any prospective Holder. Notwithstanding the Company shall furnish foregoing, Parent and the Issuer will be deemed to have furnished such reports to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing if Parent has filed such reports with the SEC on Forms 10-Q and 10-K Commission via the ▇▇▇▇▇ filing system (or any successor formsthereto) if and such reports are publicly available. Delivery of such reports, information and documents to the Company were required to file Trustee is for informational purposes only and the Trustee’s receipt of such formsshall not constitute constructive notice of any information contained therein or determinable from information contained therein, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, the Issuer’s compliance with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficers’ Certificates).

Reports. (a) Whether or not Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to will file with the Trustee and SEC (unless the Holders of Notes SEC will not accept such a filing) within the time periods specified in the SEC's ’s rules and regulations regulations, and upon request, the Company will furnish (iwithout exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, whether respectively, with the SEC using the ▇▇▇▇▇ filing system (or not required by the rules and regulations any successor filing system of the SEC) or, 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 if the SEC will not accept such a filing) reports or information, if the Company has posted such reports or information, respectively, on its website, and make such information reports or information, respectively, are available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)Holders of Notes through internet access. (bc) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 its Unrestricted Subsidiaries. (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Unrestricted Subsidiaries Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. (h) 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 Section 4.03(a), the Company and the Guarantors 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) under the Securities Act. (i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. (a) Whether or not required by the rules and regulations Issuer is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company shall furnish to Issuer will provide the Trustee and the Holders within 15 Business Days after the filing, or in the event no such filing is required, within 15 Business Days after the end of Notes within the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC's rules and regulations Exchange Act with: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuer 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 financial statements only, a report on the annual financial statements thereon by the Company's certified Issuer’s independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuer were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the Commission’s ▇▇▇▇▇ system or on the Parent’s or Issuer’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee). In addition, whether or not If a Parent Entity has provided the information as required by the rules and regulations foregoing paragraph as if such Parent Entity were the Issuer, the Issuer shall be deemed to have satisfied such requirements; provided that if the Parent Entity is not a Guarantor of the SECNotes, to the extent that, in the reasonable judgment of the Issuer, there are material differences between the financial information of the Issuer, on the one hand, and the Parent Entity, on the other hand, the Company shall file Parent Entity provides to the Trustee and the Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Issuer and its Restricted Subsidiaries, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a copy of all such information and reports with stand-alone basis, on 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)other hand. (b) If For so long as any of the Company has designated Notes remain outstanding and constitute “restricted securities” under Rule 144, the Issuer will furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any provision of this reporting covenant for purposes of Section 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due. (d) Delivery of reports, information and documents referred to above to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall include a reasonably detailed presentation, either on the face of the financial statements have no duty to review or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companyanalyze reports delivered to it.

Reports. (ai) Whether As of their respective dates, none of the reports ------- or other statements filed by RCFC or RCFC Bank on or subsequent to December 31, 1997, with the FDIC or the SEC (collectively, "RCFC's Reports"), contained, or will contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not required by misleading. Each of the financial statements of RCFC included in RCFC'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, so long SEC with respect thereto and have been prepared in accordance with GAAP (except as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC). Each of the consolidated statements of condition contained or incorporated by reference in RCFC's rules Reports (including in each case any related notes and regulations schedules) and each of the statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in RCFC's Reports (iincluding 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 (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-end audit adjustments that are not material in amount or effect), in each case in accordance with GAAP, except as may be noted therein. RCFC has made available to Bayonne a true and complete copy of each of RCFC's Reports filed with the SEC since December 31, 1997. (ii) RCFC and each of its Subsidiaries have each timely filed all quarterly material reports, registrations and annual financial information that would be statements, together with any amendments required to be contained in a filing made with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company respect thereto, that they were required to file such formssince December 31, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and1993 with (A) the FDIC, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (iiB) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, (C) the Company shall file a copy of NASD, (D) the NYBD and (E) any other SRO, and, to RCFC's knowledge, have paid all such information fees and reports with the SEC for public availability within the time periods specified assessments due and payable 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)connection therewith. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of the Notes within or the time periods specified Trustee: (1) no later than 90 days after the end of each fiscal year, (a) audited financial statements prepared in the SEC's rules and regulations accordance with GAAP (i) all quarterly and annual with footnotes to such financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsstatements), including the audit report on such financial statements issued by the Company’s certified independent accountants, (b) a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” consistent with the presentation thereof in the Offering Circular and (c) a presentation of Adjusted EBITDA of the Company and its subsidiaries consistent with the presentation thereof in the Offering Circular and derived from such financial statements; (2) no later than 45 days after the end of each of the first three calendar quarters of each fiscal year, (a) unaudited quarterly financial statements prepared in accordance with GAAP (with condensed footnotes to such financial statements consistent with past practice), (b) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” consistent with the presentation thereof in the Offering Circular (but omitting the discussion included in the “Overview” section) and (c) a presentation of Adjusted EBITDA of the Company and its subsidiaries consistent with the presentation thereof in the Offering Circular and derived from such financial statements; and (3) within ten business days after the occurrence of any of the following events, a current report that contains a brief summary of the material terms, facts and/or circumstances involved to the extent not otherwise publicly disclosed: (i) entry by the Company or a Restricted Subsidiary into an agreement outside the ordinary course of business that is material to the Company and its Subsidiaries, taken as a whole, any material amendment thereto or termination of any such agreement other than in accordance with its terms (excluding, for the avoidance of doubt, employee compensatory or benefit agreements or plans), (ii) completion of a merger of the Company with or into another Person or a material acquisition or disposition of assets by the Company or a Restricted Subsidiary outside the ordinary course of business, (iii) the institution of, or material development under, bankruptcy proceedings under the U.S. Bankruptcy Code or similar proceedings under state or federal law with respect to the annual information onlyCompany, Finance Corp. or a report on Significant Subsidiary, (iv) the annual financial statements Company’s incurring Indebtedness outside the ordinary course of business that is material to the Company (other than under a Credit Facility or other arrangement which has been described in the Offering Circular or borrowings under a Credit Facility that has otherwise been disclosed previously), or a triggering event that causes the increase or acceleration of any such obligation and, in any such case, the consequences thereof are material to the Company or any Restricted Subsidiary. (b) The requirements of Section 4.03(a) may be satisfied by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 filing 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) If by Parent, the Company has designated or a Subsidiary of either of the foregoing of (i) any of its Subsidiaries as Unrestricted SubsidiariesAnnual Report on Form 10-K, then (ii) a Quarterly Report on Form 10-Q or (iii) a Current Report on Form 8-K, containing the quarterly and annual financial information required by Section 4.03(a) or part thereof with respect to the Company or Parent, as applicable, provided that any such financial information of Parent contains information reasonably sufficient to identify the material differences, if any, between the financial information of Parent, on the one hand, and the Company and its Subsidiaries on a stand-alone basis, on the other hand. (c) For the avoidance of doubt, the information provided pursuant to Section 4.03(a) (i) will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. At any time that any of the Company’s Significant Subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information required by Section 4.03(b) (will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. (d) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon furnishing such financial information as contemplated by this covenant (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders in Section 6.01 if the principal of, premium, if any, on, and interest, if any, on, the Notes 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 Company will hold and participate in conference calls with the Holders of the Notes, beneficial owners of the Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to Section 4.03(a)(1) and Section 4.03(a)(2) no later than ten Business Days after distribution of such financial information, unless, in each case, the Company reasonably determines that to do so would conflict with applicable securities laws, including in connection with any pending offering of securities. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. The Company shall, no later than three Business Days prior to the date of the conference calls required to be held in accordance with this paragraph, announce the date and time of such conference calls and all information necessary to enable Holders of Notes and security analysts to obtain access to such calls. (f) So long as any Notes are outstanding, the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are given access (which may be password protected) and to which all of the reports required by this Section 4.03 are posted, unless they are otherwise publicly filed with the SEC. (g) The Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Reports. By signing this Agreement, each Lender: (a) Whether or not is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the rules Parent Borrower hereunder and regulations all field examinations, audits and appraisals of the SEC, so long as any Notes are outstandingCollateral received by the Agents (collectively, the Company shall furnish to “Reports”); (b) expressly agrees and acknowledges that the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Administrative Agent (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (makes no representation or any successor forms) 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 warranty as to the annual information onlyaccuracy of the Reports, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports shall not be liable for any information contained in any Report; (c) expressly agrees and acknowledges that would be required to be filed with the SEC on Form 8-K (Reports are not comprehensive audits or examinations and that the Administrative Agent or any successor formsother party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (d) if agrees to keep all Reports confidential and strictly for its internal use, and not to distribute, except to its participants, or use any Report in any other manner; and (e) without limiting the Company were required generality of any other indemnification provision contained in this Agreement, agrees (i) to file hold the Administrative Agent and any such reports. In additionother Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit that the indemnifying Lender has made or may make to the Parent Borrower, whether or not required the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the rules Agents and regulations any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through 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)indemnifying Lender. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall will furnish to Holders, or cause the Trustee to furnish to the Trustee and Holders, or file with the Holders of Notes within the time periods specified in the SEC's rules and regulations Commission for public availability: (i) all quarterly and annual financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsreports, 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 on the annual financial statements thereon by the Company's certified ’s independent accountants auditors, which financial information shall be filed within (or prior to effectiveness of an exchange offer registration statement within 15 days after) the time period for such reports specified in the Commission’s rules and regulations; and (ii) all current reports after effectiveness of an exchange offer registration statement, within the time periods specified in the Commission’s rules and regulations, the information that would be required to be filed with the SEC Commission in current reports on Form 8-K (or any successor forms) if the Company were required to file such reports; provided, however, that, in the case of clause (i) or (ii), if the last day of any such time period is not a Business Day, such information will be due on the next succeeding Business Day. In addition, whether or not required by All such information will be prepared in all material respects in accordance with all of the rules and regulations of the SEC, the Company shall file a copy of all Commission applicable to 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)information. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable), then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) shall 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or 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 the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries Subsidiaries. (c) This Section 4.03 will not impose any duty on the Company under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Companyrelated Commission rules that would not otherwise be applicable. (d) The Company will be deemed to have furnished to the Holders and to prospective investors the information referred to in subclauses (i) and (ii) of paragraph (a) of this Section 4.03 or the information referred to in paragraph (b) of this Section 4.03 if the Company has posted such reports or information on the Company Website with access to current and prospective investors. For purposes of this Supplemental Indenture, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Company may from time to time designate in writing to the Trustee.

Reports. (a) Whether Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or not required by the rules and regulations 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company shall furnish to file with the Trustee and the Holders of Notes SEC within the time periods specified in the SEC's rules and regulations set forth below: (i) within 90 days after the end of each fiscal year, all quarterly financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered 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 filing with the SEC quarterly report on Forms Form 10-Q and 10-K (Q, or any successor forms) if or comparable form, filed with the Company were required to file such formsSEC, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section; and (iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (K, or any successor forms) or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form. (b) 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 Holders and 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, whether or to the extent not required satisfied by the rules and regulations of the SECforegoing, for so long as any Notes are outstanding, the Company shall file a copy of all such information furnish to Holders 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 purchasers of the Notes, upon their request, the 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). 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 at all times comply have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee should be considered for informational purposes only and 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 TIA Section 314(aany of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (bc) 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 has designated any of its Subsidiaries as Unrestricted Subsidiariesshall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, then the quarterly and annual if applicable), financial information required by Section 4.03(awith 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. (d) shall include a reasonably detailed presentation, either on In the face event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information 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 theretomanner 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 its ownership, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations"directly or indirectly, 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 Capital Stock of the Company.

Reports. (a) Whether or not the Company is required by the rules and regulations of to file reports with the SEC, so long as any Notes are outstanding, the Company shall furnish to will file with the Trustee and the Holders of Notes SEC, within the time periods specified in the SEC's rules and regulations (i) regulations, all such annual reports, quarterly reports and annual financial information other documents that the Company would be required to file if it were subject to Section 13(a) or 15(d) under the Exchange Act. The Company will also be contained in a filing required (i) to supply to the Trustee and each Holder, or supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other documents within 15 days after the date on which the Company files such reports and documents with the SEC or the date on Forms 10-Q which the Company would be required to file such reports and 10-K (or any successor forms) documents if the Company were so required and (ii) if filing such reports and documents with the SEC is not accepted by the SEC or is prohibited under the Exchange Act, to supply at the Company's cost copies of such reports and documents to any prospective Holder promptly upon written request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information specified in Rule 144A(d)(4) under the Securities Act. (b) Notwithstanding subsection (a) above, so long as the Parent guarantees the Notes, the reports, information and other documents required to file be filed and provided as described above may be those of the Parent, rather than the Company, so long as such forms, including a filings (i) would satisfy the requirements of the Exchange Act and the regulations promulgated thereunder and (ii) disclose the Company's results of operations and financial condition in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that section in at least such detail as would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file filing 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 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)report. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or not required by the rules and regulations 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company shall furnish to file with the Trustee and the Holders of Notes SEC within the time periods specified in the SEC's rules and regulations set forth below: (i) within 90 days after the end of each fiscal year, all quarterly financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered 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 filing with the SEC quarterly report on Forms Form 10-Q and 10-K (Q, or any successor forms) if or comparable form, filed with the Company were required to file such formsSEC, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section; and (iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (K, or any successor forms) or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form. (b) 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 Holders and 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, whether or to the extent not required satisfied by the rules and regulations of the SECforegoing, for so long as any Notes are outstanding, the Company shall file a copy of all such information furnish to Holders 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 purchasers of the Notes, upon their request, the 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). 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 at all times comply have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee should be considered for informational purposes only and 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 TIA Section 314(aany of its covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (bc) 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 has designated any of its Subsidiaries as Unrestricted Subsidiariesshall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, then the quarterly and annual if applicable), financial information required by Section 4.03(awith 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. (d) shall include a reasonably detailed presentation, either on In the face event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information 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 theretomanner 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 its ownership, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations"directly or indirectly, 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 Capital Stock of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuer shall furnish to electronically file with the Trustee and Commission by the Holders of Notes within the time periods respective dates specified in the SEC's Commission’s rules and regulations (ithe “Required Filing Date”), unless, in any such case, such filings are not then permitted by the Commission: (a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuer 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 on the annual financial statements by the Company's Issuer’s certified independent accountants and accountants; and (iib) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuer were required to file such reports. In addition, whether or ; If such filings with the Commission are not required then permitted by the rules and regulations Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the SECNotes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee copies of the information or reports that the Issuer would be required to file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the Company shall file a copy of all such reports, information and reports with other documents required to be filed and furnished to Holders of the SEC for public availability within Notes pursuant to this Section 4.4 may, at the time periods specified in option of the SEC's rules Issuer, be filed by and regulations (unless be those of the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestParent Guarantor rather than the Issuer. The Company availability of the foregoing reports on the Commission’s ▇▇▇▇▇ service (or successor thereto) shall at all times comply be deemed to satisfy the Issuer’s delivery obligations to the Trustee and Holders. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with TIA Section 314(a). (b) If the Company has designated any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiariesto which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor or confirm, then on a continuing basis or otherwise, the quarterly and annual financial Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information required by Section 4.03(a) shall include a reasonably detailed presentation, either or documents on the face SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, to collect any such information from the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of the financial statements Indenture, to ascertain the correctness or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", otherwise of the financial condition and results of operations of information or the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companystatements contained therein or to participate in any conference calls.

Reports. (a) Whether The Issuer covenants and agrees to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, 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 Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13, Section 14 or Section 15(d) of the Exchange Act; or, if the Issuer is not required by to file information, documents or reports pursuant to any of such sections, then furnish to the Trustee, substantially in accordance with the rules and regulations prescribed from time to time by the Commission, such of the SECsupplementary and periodic information, so long documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations. (b) The Issuer covenants and agrees to, or cause the Trustee to, transmit by mail, first class postage prepaid, reputable over-night delivery service which provides for evidence of receipt, or submitted via the Depository’s electronic messaging system in the case of Notes held through the Depository by Depository participants, to the Holders, as their names and addresses appear upon the Note Register, within 30 days after the furnishing thereof to the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to subsection (a) of this Section 9.05 as may be required by rules and regulations prescribed from time to time by the Commission. (c) The Issuer covenants and agrees to furnish to the Trustee within 135 days of each fiscal year in which any of the Notes are outstandingOutstanding, or on or before such other day in each calendar year as the Issuer and the Trustee may from time to time agree upon, a certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (c), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. (d) Notwithstanding anything else contained in this Section 9.05 to the contrary, the Company Issuer shall furnish be deemed to have furnished such reports referred to in this Section 9.05 to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing if it has filed such reports with the SEC on Forms 10-Q and 10-K Commission via the ▇▇▇▇▇ filing system (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filingthereto) 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)reports are publicly available. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuers shall furnish to the Trustee Holders and the Holders of Notes Trustee, within the time periods specified in the SEC's Commission’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers were required to file such forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by the Company's certified its independent accountants and public accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuers 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to such Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Holders: (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements by the Company's ’s certified independent accountants accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports, in each case, within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within 15 days after the time periods specified in date by which the Company would have been required by the SEC's ’s rules and regulations to file such documents (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). The Company shall be deemed to have furnished the reports referred to in clauses (i) and (ii) above if the Company has filed such reports with the SEC (and such reports are publicly available). (b) If For so long as any Notes remain outstanding, the Company has designated and the 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 to the extent such information requirement is not satisfied by delivery of the information pursuant to clause (a) above. (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements an Officer’s Certificate or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companycertificates).

Reports. (a) Whether HRZN has timely filed or furnished all forms, statements, certifications, reports and documents that it was required to file or furnish since the Applicable Date with the SEC (such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, the “HRZN SEC Reports”), except as would not, individually or in the aggregate, reasonably be expected to be material to HRZN and its Consolidated Subsidiaries taken as a whole. To HRZN’s knowledge, no HRZN SEC Report, at the time filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not required by misleading. To HRZN’s knowledge, all HRZN SEC Reports, as of their respective dates, complied as to form in all material respects with the published rules and regulations of the SEC, so long as any Notes are outstanding, SEC with respect thereto. None of the Company shall furnish to the Trustee and the Holders Consolidated Subsidiaries of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be HRZN is required to be contained in a make any filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated Neither HRZN nor any of its Consolidated Subsidiaries as Unrestricted is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any Contract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity that currently restricts in any material respect the conduct of its business (or to HRZN’s knowledge that, upon consummation of the Mergers, would restrict in any material respect the conduct of the business of HRZN or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Consolidated Subsidiaries, then nor has HRZN or any of its Consolidated Subsidiaries been advised in writing or, to the quarterly and annual financial information required knowledge of HRZN, verbally, by Section 4.03(a) shall include a reasonably detailed presentationany Governmental Entity that it is considering issuing, either on the face initiating, ordering, or requesting any of the financial statements or in foregoing. (c) HRZN has made available to MRCC all material correspondence with the footnotes theretoSEC since the Applicable Date and, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", as of the financial condition date of this Agreement, to the knowledge of HRZN, (i) there are no unresolved comments from the SEC with respect to the HRZN SEC Reports or any SEC examination of HRZN and results of operations (ii) none of the Company and its Restricted Subsidiaries separate from HRZN SEC Reports is subject to any ongoing review by the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuers shall furnish to the Trustee Holders and the Holders of Notes Trustee, within the time periods specified in the SEC's Commission’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers were required to file such forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by the Company's certified its independent accountants and public accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuers 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether PIF has timely filed or furnished all forms, statements, certifications, reports and documents that it was required to file or furnish since the Applicable Date with the SEC (such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, the “PIF SEC Reports”), except as would not, individually or in the aggregate, reasonably be expected to be material to PIF and its Consolidated Subsidiaries taken as a whole. To PIF’s knowledge, no PIF SEC Report, at the time filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not required by misleading. To PIF’s knowledge, all PIF SEC Reports, as of their respective dates, complied as to form in all material respects with the published rules and regulations of the SEC, so long as any Notes are outstanding, SEC with respect thereto. None of the Company shall furnish to the Trustee and the Holders Consolidated Subsidiaries of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be PIF is required to be contained in a make any filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated Neither PIF nor any of its Consolidated Subsidiaries as Unrestricted is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any Contract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity that currently restricts in any material respect the conduct of its business (or to PIF’s knowledge that, upon consummation of the Mergers, would restrict in any material respect the conduct of the business of PIF or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Consolidated Subsidiaries, then nor has PIF or any of its Consolidated Subsidiaries been advised in writing or, to the quarterly and annual financial information required knowledge of PIF, verbally, by Section 4.03(a) shall include a reasonably detailed presentationany Governmental Entity that it is considering issuing, either on the face initiating, ordering, or requesting any of the financial statements or in foregoing. (c) PIF has made available to SLIC all material correspondence with the footnotes theretoSEC since the Applicable Date and, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", as of the financial condition date of this Agreement, to the knowledge of PIF, (i) there are no unresolved comments from the SEC with respect to the PIF SEC Reports or any SEC examination of PIF and results of operations (ii) none of the Company and its Restricted Subsidiaries separate from PIF SEC Reports is subject to any ongoing review by the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySEC.

Reports. (a) Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company shall furnish to will provide the Trustee and the Holders within 15 Business Days after the filing, or in the event no such filing is required, within 15 Business Days after the end of Notes within the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC's rules and regulations Exchange Act with: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 financial statements only, a report on the annual financial statements thereon by the Company's certified ’s independent accountants and accountants, and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports; 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 will separately electronically deliver such reports to the Trustee). In addition, whether or not If a Parent Entity has provided the information as required by the rules and regulations of foregoing paragraphs as if such Parent Entity were the SECCompany, the Company shall file be deemed to have satisfied such requirements; provided that if the Parent Entity is not a copy Guarantor of all the Notes, the Parent Entity provides to the Trustee and the Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such information Parent Entity 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) If the Company has designated any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from on a stand-alone basis, on the financial condition and results of operations other hand. (b) For so long as any of the Unrestricted Subsidiaries Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any provision of this reporting covenant for purposes of Section 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information or report was due. (d) Delivery of reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within Notes, if not filed electronically with the time periods specified in the SEC's rules and regulations SEC (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 consolidated Subsidiaries) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company's ’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 the consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (as defined in the Appendix), 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 ’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. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing when required with the SEC of the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. The Company shall at all times comply with TIA Section § 314(a). (b) If For so long as any Notes remain outstanding, the Company has designated and the 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. (c) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC's ’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsreports, including a "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" Operations that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (provided that such information shall show in reasonable detail, either on the face of the financial statements or in the footnotes thereto, the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the Subsidiaries of the Company that are not Guarantors with such reasonable detail as required by the SEC or as would be required by the SEC if the Company was subject to the periodic reporting requirements of the Exchange Act) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the The Company shall will file a copy of all such 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 applicable to such reports (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestwill post the reports on its website within those time periods. The Company shall will at all times comply with TIA Section §314(a). (b) If 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 paragraph (a) of this Section 4.03, the Company and the Guarantors 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) under the Securities Act. (c) Notwithstanding anything to the contrary in Sections 4.03(a) and 4.03(b) above, the Company will be deemed to have furnished the reports required by this Section 4.03 to the Trustee and the Holders of the Notes if the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then filed such reports with the quarterly SEC via the ▇▇▇▇▇ filing system and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companysuch reports are publicly available.

Reports. (ai) Whether As of their respective dates, none of the reports or other statements filed by NFB or NFB Bank on or subsequent to December 31, 1997 with the SEC (collectively, "NFB's Reports"), contained, or will contain, any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not required by misleading. Each of the financial statements of NFB included in NFB'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 with 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 Form 10-Q of the SEC). Each of the consolidated statements of condition, so long consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity contained or incorporated by reference in NFB's Reports (including in each case any related notes and schedules) fairly presented, or will fairly present, as any Notes are outstandingthe case may be, the Company shall furnish financial position, results of operations, cash flows and stockholders' equity, as the case may be, of the entity or entities to which it relates for the Trustee and the Holders of Notes within the time periods specified set forth therein (subject, in the SEC's rules case of unaudited interim statements, to normal year-end audit adjustments that are not material in amount or effect), in each case in accordance with GAAP, except as may be noted therein. (ii) NFB and regulations (i) its Subsidiaries have each timely filed all quarterly material reports, registrations and annual financial information that would be statements, together with any amendments required to be contained in a filing made with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company respect thereto, that they were required to file such formssince December 31, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and1996 with (A) the NYSBD, with respect to (B) FRB (C) the annual information onlyFDIC, a report on the annual financial statements by the Company's certified independent accountants and (iiD) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, (E) the Company shall file a copy of all such information NYSE 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 filingF) 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoother SRO, and have paid all fees and assessments due and payable in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companyconnection therewith.

Reports. (a) Whether or not Regardless of whether required by the rules and regulations of the SEC, so long as the Notes of any Notes series are outstandingoutstanding (unless defeased or discharged), the Company shall furnish to will file with the Trustee and SEC (unless the Holders of Notes SEC will not accept such a filing) within ten days after the time periods specified in the SEC's ’s rules and regulations regulations, and upon request, the Company will furnish (iwithout exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, whether respectively, with the SEC using the ▇▇▇▇▇ filing system (or not required by the rules and regulations any successor filing system of the SEC) or, 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 if the SEC will not accept such a filing) reports or information, if the Company has posted such reports or information, respectively, on its website, and make such information reports or information, respectively, are available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)Holders of Notes through internet access. (bc) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 its Unrestricted Subsidiaries. (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Unrestricted Subsidiaries Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article VI hereof if the principal of, premium, if any, on, and interest, if any, on, the Notes of any series have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (g) In addition, the Company will hold and participate in annual conference calls with the Holders of Notes, Beneficial Owners of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) of Section 4.03(a) hereof no later than ten Business Days after distribution of such financial information. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. (h) The Company and the Guarantors agree that, for so long as the Notes of any series remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors 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) under the Securities Act. (i) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). It is understood that the Trustee shall have no obligation to determine whether or not the reports and information described above have been filed with the SEC or are available on the Company’s website and are available to Holders through internet access. The delivery of such reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuers shall furnish to the Trustee Holders and the Holders of Notes Trustee, within the time periods specified in the SEC's Commission’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers were required to file such forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by the Company's certified its independent accountants and public accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuers 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Such information may be provided by the Issuers in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth above. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) has furnished Holders the reports described in the preceding paragraphs with respect to such Parent (or such other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Such information may be provided by a Parent in filings with the Securities and Exchange Commission, which filing shall satisfy the obligations set forth in this paragraph. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall furnish Issuer shall: (1) during such time as it is subject to the Trustee reporting requirements of the Exchange Act, file with the Trustee, within 30 days after it files the same with the SEC, copies of the annual reports and the Holders of Notes within the time periods specified in the SEC's rules information, documents and regulations (i) all quarterly and annual financial information other reports that would be it is required to be contained in a filing file with the SEC on Forms 10-Q and 10-K pursuant to the Exchange Act; and (or any successor forms2) if during such time as it is not subject to the Company were reporting requirements of the Exchange Act, file with the Trustee, within 30 days after it would have been required to file such formsthe same with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditors’ report by a "firm of established national reputation) and a Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" and, with respect both comparable to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that what it would be have been required to be filed file with the SEC on Form 8-K (or any successor forms) if had it been subject to the Company were required to file such reports. In addition, whether or not required by the rules and regulations reporting requirements 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)Exchange Act. (b) If Notwithstanding the Company foregoing, reports, information and documents filed with the SEC via the ▇▇▇▇▇ system will be deemed to be delivered to the Trustee as of the time of such filing via ▇▇▇▇▇ for purposes of this Section 5.03, provided, that the Trustee shall have no responsibility to determine if such filing has designated occurred. (c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 5.03 shall be deemed cured (and the Issuer shall be deemed to be in compliance with this Section 5.03) upon furnishing or filing such report or certification as contemplated by this Section 5.03 (but without regard to the 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 Article 7 of the Base Indenture if the principal, premium, if any, and interest have been accelerated in accordance with the terms of the Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (d) Delivery of any reports, information and documents to the Trustee, including pursuant to Section 5.03, is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its Subsidiaries covenants pursuant to Article 5 hereof (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes will, within the time periods specified in the SEC's Commission’s rules and regulations applicable to non-accelerated filers, furnish, or cause the Trustee to furnish, to the Holders, without cost to the Trustee or the Holders: (i1) 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 (or any successor forms) 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 on the annual financial statements by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company were required to file such reports; provided that, the availability of the foregoing reports on the Commission’s ▇▇▇▇▇ filing system or a publicly available website of the Company will be deemed to satisfy the foregoing delivery requirements. In addition, whether the event that any direct or not required by the rules and regulations indirect parent company of the SECCompany becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing information relating to such parent company; provided that the same be accompanied by consolidated information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. Any and all Defaults or Events of Default arising from a failure to comply with this Section 4.03 shall file a copy of all be deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon furnishing or filing such information and reports 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 Holders under Article 6 hereof if all outstanding Notes shall have been accelerated in accordance with the SEC terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (b) The Issuers and the Guarantors will, for public availability within so long as any Notes remain outstanding and cannot be resold by non-affiliates without restriction under Rule 144, furnish to the time periods specified in Holders and Beneficial Owners of the SEC's rules Notes and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors in the Notes, upon their request. The Company shall at all times comply with TIA Section 314(a), the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (bc) If Delivery of any reports, information and documents to the Company has designated Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companyan Officers’ Certificate).

Reports. (a) Whether SLIC has timely filed or furnished all forms, statements, certifications, reports and documents that it was required to file or furnish since January 1, 2021 (the “Applicable Date”) with the SEC (such forms, statements, certifications, reports and documents filed or furnished since the Applicable Date, including any amendments thereto, the “SLIC SEC Reports”), except as would not, individually or in the aggregate, reasonably be expected to be material to SLIC and its Consolidated Subsidiaries taken as a whole. To SLIC’s knowledge, no SLIC SEC Report, at the time filed or furnished with the SEC, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not required by misleading. To SLIC’s knowledge, all SLIC SEC Reports, as of their respective dates, complied as to form in all material respects with the published rules and regulations of the SEC, so long as any Notes are outstanding, SEC with respect thereto. None of the Company shall furnish to the Trustee and the Holders Consolidated Subsidiaries of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be SLIC is required to be contained in a make any filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated Neither SLIC nor any of its Consolidated Subsidiaries as Unrestricted is subject to any cease-and-desist or other order or enforcement action issued by, or is a party to any Contract, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, any Governmental Entity that currently restricts in any material respect the conduct of its business (or to SLIC’s knowledge that, upon consummation of the Mergers, would restrict in any material respect the conduct of the business of PIF or any of its Consolidated Subsidiaries), or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit, risk management or compliance policies, its internal controls, its management or its business, other than those of general application that apply to similarly situated BDCs or their Consolidated Subsidiaries, then nor has SLIC or any of its Consolidated Subsidiaries been advised in writing or, to the quarterly and annual financial information required knowledge of SLIC, verbally, by Section 4.03(a) shall include a reasonably detailed presentationany Governmental Entity that it is considering issuing, either on the face initiating, ordering, or requesting any of the financial statements or in foregoing. (c) SLIC has made available to PIF all material correspondence with the footnotes theretoSEC since the Applicable Date and, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", as of the financial condition date of this Agreement, to the knowledge of SLIC (i) there are no unresolved comments from the SEC with respect to the SLIC SEC Reports or any SEC examination of SLIC and results of operations (ii) none of the Company and its Restricted Subsidiaries separate from SLIC SEC Reports is subject to any ongoing review by the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements thereon by the Company's certified independent accountants and (ii) all current reports financial information that would be required to be included in a Form 8-K filed with the SEC on Form 8-K (or any successor forms) 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 will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestwho request it in writing. The Company Notwithstanding anything to the contrary contained herein, the Trustee shall at all times comply have no duty to review such documents for purposes of determining compliance with TIA Section 314(a)any provisions of this Indenture. (b) 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 (and the Restricted Subsidiaries) shall, upon request, provide the information required by clause (d)(4) thereunder to each Holder and to each beneficial owner and prospective purchaser of Notes identified by any Holder of Restricted Securities. (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficers' Certificates).

Reports. (a) Whether or not To the extent required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall ▇▇▇▇▇▇▇ will furnish to the Trustee and, upon request, will furnish to beneficial owners of and prospective investors in the Holders Notes a copy of Notes all of the information and reports referred to in clauses (1) and (2) below within the time periods specified in the SEC's ’s rules and regulations regulations: (i1) (A) all quarterly and annual financial information that would be ▇▇▇▇▇▇▇ is required to be contained in a filing file with the SEC on Forms 1020-Q F or 40-F, as applicable (or any successor forms), containing the information required therein (or required in such successor form), if ▇▇▇▇▇▇▇ was required to file such Forms and 10was a reporting issuer under the securities laws of the Province of Alberta or Ontario; and (B) for the first three quarters of each year, all quarterly financial information that ▇▇▇▇▇▇▇ would have been required to file or furnish with the SEC on Form 6-K (or any successor forms) form), if the Company were ▇▇▇▇▇▇▇ was required to file or furnish, as applicable, such formsForm and was a reporting issuer under the securities laws of the Province of Alberta or Ontario; and, in each case 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 on the annual financial statements by the Company's certified ▇▇▇▇▇▇▇’▇ independent accountants and accountants; and (ii2) all current reports that would be are required to be filed or furnished by ▇▇▇▇▇▇▇ with the SEC on Form 86-K (or any successor forms) if the Company were ▇▇▇▇▇▇▇ was required to file or furnish, as applicable, such reports. In addition, whether or not required by Form and was a reporting issuer under the rules and regulations securities laws of the SECProvince of Alberta or Ontario. (b) So long as any Notes are outstanding, ▇▇▇▇▇▇▇ will furnish to the Company shall file Trustee and, upon request, will furnish to beneficial owners of and prospective investors in the Notes a copy of all such of the information and reports with the SEC for public availability referred to in clauses (1) and (2) below within the time periods specified by applicable Canadian securities laws: (1) (A) all annual financial information and reports that ▇▇▇▇▇▇▇ is required to file with the Canadian securities regulatory authorities as a reporting issuer under the securities laws of the Province of Alberta and Ontario; and (B) for the first three quarters of each year, all quarterly financial information that ▇▇▇▇▇▇▇ is required to file as reporting issuer under the securities laws of the Province of Alberta and Ontario; and, in each case including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by ▇▇▇▇▇▇▇’▇ independent accountants; and (2) all material change reports that ▇▇▇▇▇▇▇ is required to file under the securities laws of the Province of Alberta or Ontario. Notwithstanding the foregoing: (3) if at any time ▇▇▇▇▇▇▇ (or any successor) is not both a Guarantor and the parent company of the Issuer; or (4) if at any time ▇▇▇▇▇▇▇, if it was required to file or furnish, as applicable, the reports described in Section 4.03(b)(1) would not (by virtue of ▇▇▇▇▇▇▇’▇ reports being provided pursuant to Section 4.03(b)(1)) be exempt from the obligation to file its own reports with the SEC pursuant to either (i) the provisions of Rule 12h-5 of the Exchange Act (or any successor provision thereto) or (ii) if applicable, an equivalent exemption or relief from the corresponding reporting requirements under Canadian securities laws; the reports, information and other documents of ▇▇▇▇▇▇▇ required to be filed and provided as described above shall be those of, in the SEC's rules case of paragraph (3), the Issuer (combined, as applicable, with the information of existing Guarantors whose results would not otherwise be consolidated with those of the Issuer and regulations its Subsidiaries) or, in the case of paragraph (unless 4), both ▇▇▇▇▇▇▇ and the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestIssuer. The Company shall at all times comply with TIA Section 314(a). (b) If the Company ▇▇▇▇▇▇▇ has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.03(a) shall 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 excluding the Unrestricted Subsidiaries Subsidiaries; provided, however, that if the Unrestricted Subsidiaries, on a combined basis, are “minor” (as defined in Rule 3-10(h)(6) of Regulation S-X under the CompanySecurities Act) then disclosure to that effect will be sufficient for purposes of this paragraph. In addition, all financial information and reports to be provided pursuant to this Section 4.03 will contain all financial information required to be provided in quarterly reports under the laws of Canada or any province thereof to security holders of a company with securities listed on the Toronto Stock Exchange. (c) In addition, ▇▇▇▇▇▇▇, the Issuer and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Trustee and the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC's ’s rules and regulations applicable to a non-accelerated filer, after giving effect to all applicable extensions and cure periods: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Issuer were required to file such formsreports, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” and, with respect to the annual information report only, a report on the annual Issuer’s consolidated financial statements by the Company's Issuer’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Issuer were required to file such reports. In addition, whether or not required by the rules and regulations The availability of the SEC, the Company shall file a copy of all such information and foregoing reports with the SEC for public availability within the time periods specified in on the SEC's rules and regulations (unless ’s ▇▇▇▇▇ filing system will be deemed to satisfy 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)foregoing delivery requirements. (b) If the Company Issuer has designated as an Unrestricted Subsidiary any of its Subsidiaries as that is a Significant Subsidiary (or that, taken together with other Unrestricted Subsidiaries, would be a Significant Subsidiary), then the quarterly and annual financial information required by Section 4.03(a) shall will include (a) the aggregate amount of total property, plant and equipment, net, total operating revenues and net income represented by such Unrestricted Subsidiaries and (b) to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyIssuer. (c) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial and other information relating to the Issuer by furnishing corresponding information relating to such parent company; provided that the same includes a reasonable summary of the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (d) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or information required by this Section 4.03 shall be deemed cured (and the Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or information as contemplated by this Section 4.03 (but without regard to the date on which such report or information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if the principal, interest and premium, if any, 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) For so long as any Notes remain outstanding, the Issuer will 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. (f) This Section 4.03 does not impose any duty on the Issuer under the Sarbanes Oxley Act of 2002, as amended, and the related SEC rules that would not otherwise be applicable. The Issuer will be deemed to have furnished to the Holders and Beneficial Owners of the Notes and to securities analysts and prospective investors the reports referred to in clauses (1) and (2) of Section 4.03(a) or the information referred to in Section 4.03(e) if the Issuer has posted such reports or information on the Issuer Website. For purposes of this Section 4.03, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or such other address as the Issuer may from time to time maintain for public information.

Reports. (a) Whether Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or not required by the rules and regulations 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company shall furnish to will file with the Trustee and SEC (unless the Holders of Notes SEC will not accept such a filing) for public availability within the time periods specified in the SEC's ’s rules and regulations under the Exchange Act and, within five Business Days of filing, or attempting to file, the same with the SEC, furnish to the Trustee and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes: (i1) 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 (or any successor forms) 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations The availability of the SEC, the Company shall file a copy of all such information and foregoing reports with the SEC for public availability within the time periods specified in on the SEC's rules and regulations (unless ’s ▇▇▇▇▇ filing system will be deemed to satisfy 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)foregoing delivery requirements. (b) For as long as any Notes remain outstanding and constitute “restricted securities” within the meaning of Rule 144, 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 then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements 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 of Subsidiaries. (d) The Trustee shall have no obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03, to determine whether or not such information, documents or reports have been posted on any website or online data system or filed with the Commission via the ▇▇▇▇▇ filing system (or other successor system). The posting or delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates). (e) The Company will be deemed to have delivered to the Holders (or beneficial owners) and to the prospective investors the information or reports referred to in Section 4.03(a)(1) and (2) or the information referred to in Section 4.03(b) if the Company has posted such information or reports on the Company Website. For purposes of this Section 4.03 the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Company may from time to time designate in writing to the Trustee.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall furnish will file with the SEC (if the Company is required to do so by the rules or regulations of the SEC), and will, in any event, deliver to the Trustee and the Holders of Notes post to its investor relations website: (i) within the time periods specified in the SEC's ’s rules and regulations and in any event no later than 120 days after the end of each fiscal year (i) or if such day is not a Business Day, the first Business Day thereafter), 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 10Form 20-Q and 10-K (or any successor forms) if the Company were required to file such formsF, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, ” and a report on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants, and (ii) all current within 60 days after the end of each of the first and third quarters of each fiscal year (and within 75 days after the end of the second quarter of each fiscal year), reports that would be required to be filed with the SEC on Form 86-K (K, or any successor formsform, attaching (a) if unaudited consolidated financial statements for the Company were for the period then ended (and the comparable period in the prior year), in each case prepared in accordance with IFRS (as in effect on the date of such report or financial information) and (b) the information relating to the Company described in Item 5 of Form 20-F (i.e., Operating and Financial Review and Prospects). Without limiting the foregoing, unless the Company is required to file such reports. In addition, whether or not required do so by the rules and regulations of the SEC, it need not comply with the applicable SEC form requirements, including, in particular, an auditor’s report on internal control over financial reporting, a financial statement audit in compliance with U.S. GAAS (an annual financial statement audit in compliance with IFRS and a report thereon by the Company’s certified independent accountants will, however, be required as described above) or interactive data tagging; provided that the Company shall file a copy continue to publish exhibits of all such information and reports material contracts consistent 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)prior practices. (b) If For so long as any Notes remain outstanding and during any period during which the Company has designated any is not subject to Section 13 or 15(d) of its Subsidiaries as Unrestricted Subsidiariesthe Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b) under the Exchange Act, then the quarterly Company and annual financial the Guarantors shall furnish to the holders of the Notes and prospective purchasers of the Notes, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the information referred to in Section 4.03(a) hereof shall include a reasonably detailed presentationalso be made available, either on free of charge in Luxembourg through the face offices of the financial statements Transfer Agent in Luxembourg. (d) Delivery of reports to the SEC or receipt by the Trustee of the documents specified in this Section 4.03 shall not constitute actual or constructive notice to the footnotes theretoTrustee, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations"or actual or constructive knowledge by the Trustee, of the financial condition and results contents of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companysuch documents.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Holders: (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements by the Company's ’s certified independent accountants accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports, in each case, within 15 days after the date by which the Company would have been required by the SEC’s rules and regulations to file such documents. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within 15 days after the time periods specified in date by which the Company would have been required by the SEC's ’s rules and regulations to file such documents (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 be deemed to have furnished the reports referred to in clauses (i) and (ii) above if the Company has filed Form 10-Q, 10-K and 8-K reports, as required, with TIA Section 314(athe SEC (and such reports are publicly available). (b) If For so long as any Notes remain outstanding, the Company has designated and the 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 to the extent such information requirement is not satisfied by delivery of the information pursuant to clause (a) above. (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements an Officer’s Certificate or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companycertificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Term Notes are outstanding, the Company Borrower shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Lenders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Borrower 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 Borrower and its consolidated Subsidiaries (showing in reasonable detail, in the footnotes to the financial statements and in "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 Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower 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 on the annual financial statements thereon by the CompanyBorrower's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Borrower were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company Borrower 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether Prior to the Acquisition Date, ACEP will furnish to all holders of the Notes and prospective purchasers of the Notes designated by the holders, promptly upon their request, the information required to be delivered under Rule 144A(d)(4) of the Securities Act. In addition, until consummation of the Acquisitions, ACEP will file with the Trustee, by the day that it would have been required to file the same with the SEC if ACEP had been subject to the periodic reporting requirements of the Exchange Act and excluding any time periods applicable to "accelerated filers" under the Exchange Act, quarterly and annual financial statements, including any notes thereto (and with respect to annual financial statements only, an auditors' report by a firm of established national reputation), and a "Management's Discussion and Analysis of Results of Operations and Financial Condition," both comparable to that which ACEP would have been required to include in a quarterly report on Form 10-Q or an annual report on Form 10-K if ACEP had been subject to those periodic reporting requirements and prepared as combined financial statements presenting the financial position, results of operations and cash flows of American Casino & Entertainment Properties which is comprised of Stratosphere Corporation and its wholly-owned subsidiaries, Stratosphere Gaming Corp., Stratosphere Land Corporation, Stratosphere Advertising Agency, Stratosphere Leasing, LLC, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Retail Corporation and Stratosphere Development, LLC, Arizona Charlie's, Inc., and its wholly-owned subsidiary Jetset LLC; and Fresca, LLC, for applicable periods ended December 31, 2000 and thereafter. (b) Following the Acquisitions, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements thereon by the Company's certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company shall will file a copy of all such 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 and, if the SEC will not accept such information available to securities analysts and prospective investors upon requesta filing, will post the reports on its website within those time periods. The Company shall will not take any action for the purpose of causing the SEC not to accept any such filings. The Company will at all times comply with TIA Section 314(a). (bc) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (d) For so long as any Notes remain outstanding, the Company and the Guarantors 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.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and Holders within 15 days after the Holders of Notes within date on which it would have been required to make filings with the time periods specified in SEC (without regard to any extension that may be permitted by the SEC's rules and regulations ) (i) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor formsform) 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 on the annual financial statements thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 will file a copy of all such information and reports with the SEC for public availability within for so long as any Notes are outstanding; provided, however, that the time periods specified in Company will not be obligated to file such information or reports if the SEC's rules and regulations SEC does not permit or accept such filings. All such reports shall be filed with the SEC (unless the SEC will not accept such a filing) and make furnished to the Holders within the time for filing such reports with the SEC pursuant to the rules and regulations of the SEC (without regard to any rules or regulations permitting extensions of time to file such reports). In addition, the Company agrees that, for so long as at least $20,000,000 in aggregate principal amount of Notes remain outstanding, it will furnish to the Holders and to beneficial holders of Notes and to prospective purchasers of Notes designated by the Holders, upon their request, the information available required to securities analysts and prospective investors upon requestbe delivered pursuant to Rule 144(A)(d)(4) under the Securities Act. The Upon qualification of the Indenture under the TIA, the Company shall at all times also comply with TIA Section 314(a). (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall will furnish the Trustee, for delivery to the Trustee and the Holders of the Notes within the time periods specified in the SEC's rules and regulations upon their written request therefor: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) 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 ” that describes the annual information only, a report on the annual financial statements by the Company's certified independent accountants condition and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if results of operations of 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 within the time periods specified its consolidated Subsidiaries (showing 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentationreasonable detail, either on the face of the financial statements or in the footnotes thereto, 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 of the Company, if any) 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 Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission’s rules and regulations. The Company shall at all times comply with TIA § 314(a). (b) In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the 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 has agreed that, for so long as any Notes remain outstanding, it 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.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall will furnish to the Trustee Holders and the Holders of Notes Trustee within the time periods specified in the SEC's ’s rules and regulations for filing of periodic reports (ix) all for any period for which the Company is required to file periodic reports with the SEC, copies of such reports, and (y) for any period for which the Company is not required to file such reports: (1) quarterly and annual financial reports containing substantially all of the information that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, reports (including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” and, with respect to the annual information onlyreports, a report on the annual audited financial statements by the Company's certified independent accountants prepared in accordance with GAAP as in effect from time to time and, with respect to quarterly reports, unaudited quarterly financial statements prepared in accordance with GAAP as in effect from time to time and reviewed pursuant to Statement on Auditing Standards No. 100 (iior any successor provision)); and (2) all current reports containing substantially all of the information that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports; provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such information is not material to the Holders or Notes or the business, assets, operations, financial position or prospects of the Company and its Restricted Subsidiaries, taken as a whole. In additionNotwithstanding the foregoing clause (y), whether or not in no event will the Company be required by the rules and regulations this Indenture to (i) comply with Section 302 or Section 404 of the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K, Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures) or Regulation G, (ii) include the Company shall file a copy separate financial information for Guarantors or other entities contemplated by Rule 3-10 and/or Rule 3-16 of all Regulation S-X, (iii) provide information in respect of Item 402 of Regulation S-K or (iv) provide exhibits that would be required for 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 requestreports. The Company shall will at all times comply with TIA Section §314(a). (b) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries that, individually or in the aggregate, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a4.03(a)(1) shall hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 Company’s Unrestricted Subsidiaries Subsidiaries. (c) The availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service (or any successor thereto) shall be deemed to satisfy the Company’s delivery obligation. (d) Notwithstanding anything to the contrary in the foregoing, if at any time any such reports are not filed by the Company, or are not accepted by the SEC for any reason, for inclusion on the SEC’s ▇▇▇▇▇ service (or any successor thereto), the Company will post such reports on a website no later than the date the Company is required to provide those reports to the Trustee and the Holders and maintain such posting for so long as any Notes remain outstanding. Access to such reports on such website may be subject to a confidentiality acknowledgment; provided, that no other conditions, including password protection, may be imposed on access to such reports other than a representation by the Person accessing such reports that it is the Trustee, a Holder of the Notes, a Beneficial Owner of the Notes, a bona fide prospective investor, a securities analyst or a market maker. (e) In addition, for any period in which the Company does not conduct an earnings conference call available to its public stockholders, the Company will, for so long as any Notes remain outstanding, use its commercially reasonable efforts to hold and participate in quarterly conference calls with the Holders, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers to discuss such financial information no later than ten Business Days after distribution of such financial information. (f) Furthermore, the Company agrees that, for so long as any Notes remain outstanding, if at any time it is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, it will furnish to the Holders, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuers and the Guarantor shall furnish to the Trustee and the Holders of Notes Notes, within the time periods specified in the SECCommission's rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers and the Guarantor 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 on the annual financial statements by the Company's Issuers' certified independent accountants and the Guarantor's certified independent accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuers or the Guarantor 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 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) If the Company Issuers or the Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company Issuers or the Guarantor, as the case may be, and its their respective Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyIssuers or the Guarantor, as the case may be. In addition, whether or not required by the Commission, the Issuers and the Guarantor shall 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) and make such information available to securities analysts and prospective investors upon request.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as the Securities of any Notes Series are outstanding, Parent will file a copy of each of the Company shall furnish reports referred to in clauses (1) and (2) below with the SEC for public availability and, subject to paragraph (c) below, provide a copy to the Trustee and the Holders of Notes within the time periods (including all applicable extension periods) specified in the SEC's SEC rules and regulations applicable to such reports (iunless the SEC will not accept such a filing): (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Parent were required to file such formsreports, 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 on the annual financial statements by the Company's its certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Parent were required to file such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SEC, the Company shall file applicable to such reports. Each annual report on Form 10-K will include 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 requestreport on Parent’s consolidated financial statements by Parent’s certified independent accountants. The Company shall will at all times comply with TIA Section §314(a). If the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its website or on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods). (b) If In addition, the Company has designated and the Guarantors agree that, for so long as any Series of Securities remains outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.02, the Company and the Guarantors 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. (c) The availability of the foregoing reports on the SEC’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and the Holders. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes notes are outstanding, the Company shall furnish to Parent will file with the Trustee and the Holders of Notes Commission for public availability within the time periods specified in the SEC's Commission’s rules and regulations (iunless the Commission will not accept such a filing), and the Parent will furnish to the Trustee and, upon its request, to any of the Holders, within five Business Days of filing, or attempting to file, the same with the Commission: (1) all quarterly and annual financial and other information with respect to the 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 (or any successor forms) if the Company Parent 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 on the annual financial statements by the Company's Parent’s certified independent accountants and accountants; (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Parent were required to file such reports. In addition, whether or not required by the rules ; and (3) unaudited quarterly and regulations audited annual financial statements 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)its Subsidiaries. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) shall 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. (c) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, 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) under the Securities Act. (d) The availability of the materials specified in items (a) through (c) above on the Commission’s website shall be deemed to satisfy the foregoing delivery obligations. (e) Delivery of reports, information and documents to the Trustee under this Section 4.03 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) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall and the Guarantors will furnish to the Trustee and the Holders of the Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company and the Guarantors were required to file such formsForms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Company's and the Guarantors' certified independent accountants accountants, and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company and the Guarantors were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations (with the exception of the quarterly financial information that would be required to be contained in a filing with the SEC on Form 10-Q for the three months ended March 31, 1998, which will be required to be furnished on or prior to May 31, 1998). In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company shall and the Guarantors will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company and the Guarantors shall be deemed to have satisfied such requirements if GCL or New GCL files and provides reports, documents and information of the types otherwise so required by the SEC, in each case within the applicable time periods, and the Company and the Guarantors are not required by the SEC 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 GCL or New GCL. The Company shall at all times comply with TIA Section (S) 314(a). (b) If the Company has designated For so long as any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly Series A Notes remain outstanding (and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face regardless of the financial statements or in the footnotes theretopenultimate sentence of paragraph (a) above), 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 Guarantors shall furnish to the Holders and results of operations of to securities analysts and prospective investors, upon their request, the Unrestricted Subsidiaries of information required to be delivered pursuant to Rule 144A(d)(4) under the CompanySecurities Act.

Reports. (a) Whether or not Regardless of whether required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall furnish to will file with the Trustee and the Holders of Notes Commission for public availability, within the time periods specified in the SEC's Commission’s rules and regulations (iunless the Commission will not accept such a filing, in which case the Company will comply with the requirements described in paragraph (b) below): (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" reports; and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. Each annual report on Form 10-K will include a report on the SECCompany’s consolidated financial statements by the Company’s certified independent accountants. (b) If, at any time, the Company shall file a copy is no longer subject to the periodic reporting requirements of all such information the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the clauses (1) and reports (2) of paragraph (a) with the SEC for public availability Commission within the time periods specified in the SEC's rules and regulations (above unless the SEC 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 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 the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with TIA Section 314(a)the Commission and deliver a copy of the reports to the Trustee. (bc) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(aparagraphs (a) shall and (b) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. (d) The Company agrees that, for so long as any Notes remain outstanding, but only until completion of the Exchange Offer, if at any time it is not required to file with the Commission the reports required by the paragraphs (a) and (b), it will furnish to the Holders of Notes and to securities analysts and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) If any direct or indirect parent company of the Company provides a full and unconditional guarantee of the Notes, the Company may satisfy its Obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. (f) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act. (g) Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will 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) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuer shall furnish to electronically file with the Trustee and Commission by the Holders of Notes within the time periods respective dates specified in the SEC's Commission’s rules and regulations (ithe “Required Filing Date”), unless, in any such case, such filings are not then permitted by the Commission: (a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuer 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 on the annual financial statements by the Company's Issuer’s certified independent accountants and accountants; and (iib) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuer were required to file such reports. In addition, whether or ; If such filings with the Commission are not required then permitted by the rules and regulations Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the SECNotes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee copies of the information or reports that the Issuer would be required to file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the Company shall file a copy of all such reports, information and reports with other documents required to be filed and furnished to Holders of the SEC for public availability within Notes pursuant to this Section 4.4 may, at the time periods specified in option of the SEC's rules Issuer, be filed by and regulations (unless be those of the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestParent Guarantor rather than the Issuer. The Company availability of the foregoing reports on the Commission’s E▇▇▇▇ service (or successor thereto) shall at all times comply be deemed to satisfy the Issuer’s delivery obligations to the Trustee and Holders. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with TIA Section 314(a). (b) If the Company has designated any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiariesto which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor or confirm, then on a continuing basis or otherwise, the quarterly and annual financial Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information required by Section 4.03(a) shall include a reasonably detailed presentation, either or documents on the face SEC’s website (including via the E▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, to collect any such information from the SEC’s website (including via the E▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to review or analyze reports delivered to it to ensure compliance with the provisions of the financial statements Indenture, to ascertain the correctness or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", otherwise of the financial condition and results of operations of information or the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companystatements contained therein or to participate in any conference calls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall furnish to Parent will file with the Trustee and the Holders of Notes SEC or make publicly available on a website, within the time periods (including any extensions thereof) specified in the SEC's ’s rules and regulations regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Parent were required to file such forms, including reports as a "Management's Discussion and Analysis of Financial Condition and Results of Operations" non-accelerated filer; and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Parent were required to file such reports. In additionNotwithstanding any of the foregoing, whether at any time when the Parent does not otherwise file such reports with the Commission, (a) no certifications, reports or not attestations concerning the financial statements, disclosure controls and procedures or internal controls that would otherwise be required by pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the SEC rules and regulations of implementing that Act, will be required; (b) no financial schedules specified in Regulation S-X under the SEC, the Company shall file a copy of all such information and reports Securities Act will be required; (c) compliance with the SEC for public availability within requirements of Item 10(e) of Regulation S-K under the time periods Securities Act will not be required; (d) information specified in Rules 13-01 and 13-02 of Regulation S-X under the SEC's rules Securities Act with respect to Subsidiaries and regulations (unless the SEC Affiliates will not accept such a filingbe required; and (e) and make such information available no exhibits pursuant to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)Item 601 of Regulation S-K under the Securities Act will be required. (b) If In addition, the Company has designated Issuer, the Parent and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by this Section 4.03 with the SEC, they will furnish to the Trustee, Holders and to securities analysts and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Delivery of any such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). Further, the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s ▇▇▇▇▇ filing system (or its successor) or made publicly available on a website. (d) At any time that any of the Parent’s Unrestricted Subsidiaries as Unrestricted Subsidiarieswould be a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and thereto or in "a separate discussion (which may be contained in the “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations"” section of the applicable quarterly or annual report), of the financial condition and results of operations of the Company Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyParent.

Reports. 12.1 The Operator shall maintain at its own expense a Subscriber Management System which should be fully integrated with the CAS. The Operator shall provide to the Broadcaster the Report(s) including complete and accurate opening and closing Subscriber Report(s) for the Subscribed Channel(s) and the Package containing the Subscribed Channel(s) within seven (7) days from the end of each month in such format as is set forth in Annexure C attached hereto or in such formats provided by the Broadcaster. Further, in the event the Operator desires to avail any of the incentive(s) offered by the Broadcaster as per the Incentive Schemes applicable on Bouquet Rates or A-la carte Rates, the Operator shall be under an obligation to provide additional Report(s) within seven (7) days from the end of each month in such format as referred to in the Agreement as set out in Annexure C of the Agreement. 12.2 If any Subscriber has opted for more than one connection from the Operator, all such additional connections must feature in the Subscriber Report(s). 12.3 Each Report shall be system generated only through SMS and CAS and the same should be in a pre-defined read only format such as a suitable PDF format which cannot be manually edited and shall specify all information required to calculate the Monthly Average Subscriber Level (including, but not limited to, the number of Subscribers for each Subscribed Channel and each Package in which a Subscribed Channel is included) and the Monthly Subscription Fee payable to the Broadcaster, and shall be signed and attested by an officer of the Operator of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report(s) is true and correct. Any difference between the SMS and CAS reports shall have to be reconciled to the satisfaction of the Broadcaster. Non-provisioning of such Subscriber Report(s) shall constitute material breach of obligation on the part of the Operator. The Operator shall submit the Report(s) to the office of the Broadcaster located at Mumbai. 12.4 The Operator shall also include in its Report(s), comprehensive details of all incidents of piracy and signal theft involving in its network, the names of perpetrators involved in such incidents. The Operator shall provide such information promptly to the Broadcaster and co-operate with the Broadcaster to take such action as per Applicable Law(s). The obligation of Operator to provide the Report(s) shall survive termination of the Agreement until the Broadcaster receives the Report(s) for each relevant month for which any Monthly Subscription Fee is payable. 12.5 The Operator shall maintain throughout the Term and for twelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster, to verify and ascertain the (a) Whether or not required by the rules and regulations veracity of the SECReport(s) supplied by Operator pursuant to this Clause 12, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then payments due to the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoBroadcaster hereunder, and (c) Operator’s compliance with its anti-piracy obligations as set out in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companythis Agreement.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes Notes, within the time periods specified in the SEC's rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, whether or not required by following the rules and regulations consummation of the SEC, the Exchange Offer contemplated Company shall will file a copy of all such 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 will at all times comply with TIA Section (S) 314(a). (b) If the Company has designated For so long as any of its Subsidiaries as Unrestricted SubsidiariesNotes remain outstanding, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition Guarantors will furnish to the Holders and results of operations of to securities analysts and prospective investors, upon their request, the Unrestricted Subsidiaries of information required to be delivered pursuant to Rule 144A(d)(4) under the CompanySecurities Act.

Reports. (a) Whether or not required by the rules and regulations of the SECSince January 31, so long as any Notes are outstanding1994, the Company shall furnish to the Trustee Acquiror and the Holders of Notes within the time periods specified in the SEC's rules and regulations its Subsidiaries have timely filed (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be Reports required to be filed with the SEC on Form 8-K Commission and (or any successor formsii) if the Company were all other Reports required to file such reports. In additionbe filed with any other Governmental Authorities, whether including state securities (b) The Acquiror's Consolidated Financial Statements and any consolidated financial statements of the Acquiror (including any related notes thereto) contained in any SEC Reports of the Acquiror filed with the Commission since January 31, 1994 (i) have been or not will have been prepared in accordance with the published Regulations of the Commission and in accordance with GAAP consistently applied during the periods involved (except (A) to the extent required by the rules changes in GAAP and regulations (B), with respect to SEC Reports of the SECAcquiror filed prior to the date of this Agreement, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified as may be indicated in the SEC's rules notes thereto), and regulations (unless ii) fairly present the SEC will not accept such a filing) consolidated financial position of the Acquiror and make such information available to securities analysts its Subsidiaries as of the respective dates thereof and prospective investors upon request. The Company shall at all times comply with TIA Section 314(athe 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). (bc) If There exist no liabilities or obligations of the Company has designated any of Acquiror and its Subsidiaries that are Material to the Acquiror, whether accrued, absolute, contingent or threatened, which would be required to be reflected, reserved for or disclosed under GAAP in consolidated financial statements of the Acquiror (including the notes thereto) as Unrestricted Subsidiaries, then of and for the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either period ended on the face date of this representation and warranty, other than (i) liabilities or obligations that are adequately reflected, reserved for or disclosed in the Acquiror's Consolidated Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of business of the financial statements or in the footnotes theretoAcquiror and its Subsidiaries since November 1, 1997, and in "Management's Discussion and Analysis (iii) liabilities or obligations the incurrence of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companywhich are not prohibited by Subsection 6.2(b) hereof.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall will post on the Company Website and furnish to the Trustee and for delivery to any of the Holders and Beneficial Owners of Notes (by hard copy or internet access), in each case, within five Business Days of the time periods specified in date such filing would otherwise be required to be made with the SEC's rules and regulations Commission: (i) 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 (or any successor forms) if the Company were required to file such formsForms, including a "Management's Discussion prepared in all material respects in accordance with the rules and Analysis of Financial Condition and Results of Operations" regulations applicable to such Forms, and, with respect to the annual information only, a report on the annual financial statements that would be required to be contained in a Form 10-K by the Company's ’s certified independent accountants and accountants; and (ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, would not be a Significant Subsidiary), then the quarterly and annual financial information required by Section 4.03(a4.03(a)(i) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and to the financial statements or 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 of the Company. (c) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission. (d) The Company will be deemed to have furnished to the Trustee and Holders and Beneficial Owners of Notes the reports and information referred to above in this Section 4.03 if the Company has filed them with the Commission. For purposes of this Section 4.03, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.

Reports. (a) Whether Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or not required by the rules and regulations 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company shall furnish to will file with the Trustee and SEC (unless the Holders of Notes SEC will not accept such a filing) for public availability within the time periods specified in the SEC's ’s rules and regulations under the Exchange Act and, within 10 Business Days of filing, or attempting to file, the same with the SEC, furnish to the Trustee and, upon its request, to any of the Holders of the Notes: (i1) 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 (or any successor forms) 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In additionThe Company’s filing of any such information, whether document or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports report with the SEC for public availability within Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or ▇▇▇▇▇) system or any successor thereto shall satisfy 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 requestreporting obligation described above. The Company shall at all times comply with TIA Section § 314(a). (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements 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. (c) Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations Issuer is then subject to Section 13 or 15(d) of the Exchange Act, the Issuer will file with the SEC, so long as any Notes Securities are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations annual reports (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 onlyfinancial statements, a report on the annual financial statements thereon by the CompanyIssuer's certified independent accountants and accountants), quarterly reports (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 including 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations") and other periodic reports which the Issuer would have been required to file with the SEC pursuant to such Section 13 or 15(d) if the Issuer were so subject, and such documents shall be filed with the SEC on or prior to the respective dates (the "Required Filing Dates") by which the Issuer would have been required so to file such documents if the Issuer were so subject. The Issuer will also in any event, so long as any Securities are outstanding and whether or not the filing of such documents by the Issuer with the SEC is prohibited under the Exchange Act, within 15 days of each Required Filing Date, (a) transmit by mail to all Holders of Securities, as their names and addresses appear in the Registrar's books, without cost to such Holders and (b) file with the Trustee, copies of the financial condition annual reports, quarterly reports and results of operations other periodic reports which the Issuer would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Company Exchange Act if the Issuer were subject to such Section 13 or 15(d). The Issuer will also comply with any other periodic reporting provisions pursuant to TIA (S) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its Restricted Subsidiaries separate from covenants hereunder (as to which the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyTrustee is entitled to rely exclusively on Officers' Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECSince December 31, so long as any Notes are outstanding1994, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) Parent or its predecessor has filed all quarterly SEC Reports required to be filed by the Parent with the Commission and annual (ii) the Parent and its Subsidiaries have filed all other Reports required to be 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 Parent. Such Reports, including those filed after the date of this Agreement and prior to the Effective Time, (i) were prepared in all material respects in accordance with applicable Law (including, with respect to the SEC Reports, the Securities Act and the Exchange Act, as the case may be, and the applicable Regulations of the Commission thereunder) and (ii) in the case of the SEC Reports, did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Parent's Audited Consolidated Financial Statements and any consolidated financial information statements of the Parent (including any related notes thereto) contained in any SEC Reports filed by the Parent with the Commission after the date of this Agreement (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, (B), with respect to the Parent's Audited Consolidated Financial Statements, as may be indicated in the notes thereto and (C) in the case of any unaudited financial statements, as permitted by Form 10-Q) and (ii) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments). (c) Except as set forth in Section 5.07(c) of the Parent's Disclosure Letter, there exist no liabilities or obligations of the Parent and its Subsidiaries that are Material to the Parent, whether accrued, absolute, contingent or threatened, that would be required to be contained reflected, reserved for or disclosed under GAAP in a filing with consolidated financial statements of the SEC on Forms 10-Q Parent as of and 10-K (or any successor forms) if for 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 period ended on the annual financial statements by date of this representation and warranty, other than (i) liabilities or obligations that are adequately reflected, reserved for or disclosed in the CompanyParent's certified independent accountants and Audited Consolidated Financial Statements, (ii) all current reports that would be required to be filed with liabilities or obligations incurred in the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations ordinary course of business of the SECParent since December 31, 1997, (iii) liabilities or obligations the Company shall file a copy incurrence 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 filingwhich is permitted by Section 6.02(b) and make such information available (iv) liabilities or obligations that are not Material to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)the Parent. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether The Company has filed and will timely file all required forms, reports and documents (including all prospectuses and all registration statements) with the SEC required to be filed by it with respect to all periods commencing on or not required by after January 1, 2004 and through the Effective Time pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 (the “Securities Act”) and the Exchange Act, and the rules and regulations promulgated thereunder (the “Company Filings”). None of such forms, reports or documents (including all exhibits and schedules included or incorporated by reference therein, but excluding the SECfinancial statements included therein, so long as which are dealt with in the following paragraph), at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing respectively; and, in the case of any Notes are outstanding, the Company shall furnish Filings amended or superseded by a filing prior to the Trustee and date of this Agreement, on the Holders date of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be such amending or superseding filing), contained any untrue statement of a material fact or omitted to state a material fact required to be contained stated therein or necessary in a filing with order to make the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsstatements therein, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations in light of the SECcircumstances under which they were made, 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)misleading. (b) If The consolidated balance sheets and the related consolidated statements of operations and cash flow (including the related notes thereto) of the Company has designated included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006, present fairly in all material respects the consolidated financial position of the Company as of their respective dates, and the results of consolidated operations and consolidated cash flows for the periods presented therein, all in conformity with GAAP, except as otherwise noted therein. Except as expressly provided in this Agreement, no representation or warranty is made by the Company as to any financial information of its Subsidiaries as Unrestricted the Company or the Subsidiaries, then the quarterly and annual including any financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or made available to Parent 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 its due diligence investigation of the Company and its Restricted Subsidiaries separate from or set forth in the financial condition and results of operations Confidential Information Memorandum regarding the Company provided to Parent. Without limiting the generality of the Unrestricted foregoing, no representation or warranty is made as to the accuracy, fairness or reasonableness of any projections provided to Parent or the assumptions used in preparing the same, or as to the likelihood that such projections will be achieved. (c) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. (d) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls”). Such internal controls are designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company has disclosed, based on its most recent evaluation of internal controls prior to the date hereof, to the Company’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. The Company has made available to Parent a summary of any such disclosure made by management to the Company’s auditors and audit committee since January 1, 2004. (e) Except as set forth in the Company Filings, there are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Except as set forth in Section 3.06 of the Disclosure Schedule, there are no pending (i) formal or, to the knowledge of the Company, informal investigations of the Company by the SEC, (ii) to the knowledge of the Company, inspections of an audit of the Company’s financial statements by the Public Company Accounting Oversight Board, or (iii) investigations by the audit committee of the Board regarding any complaint, allegation, assertion or claim that the Company or any Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. The Company will promptly provide to Parent and Merger Sub information as to any such matters that arise after the date hereof.

Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or Section 15(d) Whether of the Exchange Act or not required by the otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations of promulgated by the SEC, so long as any Notes are outstanding, the Company shall furnish to the holders of the Notes or cause the Trustee and to furnish to the Holders holders of Notes the Notes, within the time periods (including any extensions thereof) specified in the SEC's ’s rules and regulations regulations; (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" reports; and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders, in each case within fifteen (15) days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, whether or to the extent not satisfied by the foregoing, the Company agrees that, for so long as any Notes remain outstanding, it shall furnish to the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that: (a) the rules and regulations of the SEC, SEC permit the Company shall file and any direct or indirect parent of the Company to report at such parent entity’s level on 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).consolidated basis; and (b) If such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Company, such consolidated reporting at the parent entity’s level in a manner consistent with that described in this Section for the Company has designated will satisfy this Section, and this Indenture shall permit the Company to satisfy its obligations in this Section with respect to financial information relating to the Company by furnishing financial information relating to the Guarantor; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Guarantor and any of its Subsidiaries as Unrestricted other than the Company and the Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretoone hand, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyCompany on a stand-alone basis, on the other hand.

Reports. The Subadvisor shall provide the Advisor and the Trustees such periodic and special reports as the Advisor may reasonably request. The Subadvisor agrees that such records are the property of the Fund, and shall be made reasonably available for inspections, and by the Fund or by the Advisor as agent of the Fund, and promptly upon request surrendered to either. Without limiting the generality of the foregoing, the parties agree and acknowledge that the Subadvisor shall provide the following items: (a) Whether or not required by the rules Quarterly reports, in form and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish substance acceptable to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Advisor, including but not limited to reports with respect to: (i) compliance with the Subadvisor's code of ethics; (ii) compliance with procedures adopted from time to time by the Trustees relative to securities eligible for resale pursuant to Rule 144A under the 1933 Act; (iii) diversification of Series assets in accordance with the then governing laws and prevailing Prospectus pertaining to the Series; (iv) compliance with governing Fund policies and restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered "illiquid" for the purposes of complying with the Series limitation on acquisition of illiquid securities; (v) cross transactions conducted pursuant to Rule 17a-7 under the 1940 Act; (vi) allocations of brokerage transactions along with descriptions of the bases for those allocations and the receipt and treatment of brokerage and research services received, as may be requested to ensure compliance with Section 28(e) of the 1934 Act; (vii) any and all quarterly other reports reasonably requested in accordance with or described in this Agreement; and, (viii) the implementation of the Series investment program, including, without limitation, analyses of Series performance; (b) Annual or other periodic reports, in form and annual financial substance acceptable to the Advisor, including but not limited reports with respect to: (i) analyses of Series performance; (ii) disclosure related to the portfolio management of the Series and the Subadvisor as may be contained in the Prospectus or marketing materials as amended, supplemented or otherwise updated from time to time; and (iii) foreign custody arrangements as governed by Rule 17f-7 under the 1940 Act; (iv) compliance with the Subadvisor's code of ethics pursuant to Rule 17j-1; and (v) such compliance certifications as may be reasonably requested. (c) The parties acknowledge and agree that the Subadvisor is authorized to supply the Fund's independent accountants, PricewaterhouseCoopers LLP, or any successor accountant for the Fund, any information that they may request in connection with the Fund. In addition, the Subadvisor shall immediately notify and forward to both the Advisor and legal counsel for the Series any legal process served upon it on behalf of the Advisor or the Fund. The Subadvisor shall promptly notify the Advisor of any changes in any information concerning the Subadvisor of which the Subadvisor becomes aware that is or would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 within the time periods specified disclosed in the SECFund'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)registration statement. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to will file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 within the time periods specified in the SEC's ’s rules and regulations (unless the SEC will not accept such a filing), and 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 same with the SEC: (1) all quarterly and make annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Company were required to file such information available reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to securities analysts the annual report only, a report on the Company’s annual financial statements by the Company’s certified independent accountants; and (2) 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. The availability of the foregoing reports on the SEC’s ▇▇▇▇▇ filing system will be deemed to satisfy the foregoing delivery requirements. All such reports will be prepared in all material respects in accordance with all of the rules and prospective investors upon requestregulations applicable to such reports. The Company shall will at all times comply with TIA Section §314(a). (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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. (c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or other information 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 report or other information as contemplated by this Section 4.03 (but without regard to the date on which such report or other information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders or the Trustee under Article 6 hereof if the 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) For so long as any Notes remain outstanding, the Company and the Guarantors will 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. (e) Delivery of the foregoing information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether The Company will furnish or not required file with the Trustee, (i) within 15 days after it files the same with the SEC, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by the rules and regulations of the SEC, so long as any Notes are outstanding, prescribe) that the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be is required to be contained in a filing file with the SEC on Forms 10-Q and 10-K (pursuant to Section 13 or any successor forms15(d) if of the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants Exchange Act and (ii) all current other information, documents, or reports that would as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act. For purposes of this Section 4.2, the Company will be deemed to have furnished such reports and information to, or filed such reports and information with, the Trustee (and, if applicable, any other Persons) as required by this Section 4.2 if it has filed such reports or information with the SEC via the ▇▇▇▇▇ filing system or otherwise made such reports or information publicly available on Form 8-K (or any successor forms) if a freely accessible page on the Company were required Company’s website. The Trustee shall have no obligation whatsoever to file such reports. In addition, determine whether or not required by the rules such reports and regulations of the SEC, the Company shall file a copy of all information have been filed or have been posted on 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)website. (b) If The Company also shall furnish to the Company has designated any Trustee, within 120 days after the end of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries each fiscal year of the Company, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants under the Indenture. (c) [reserved]. (d) Delivery of any reports, information and documents to the Trustee pursuant to paragraphs (a) and (b) above is for informational purposes only and the Trustee’s receipt of such shall not constitute notice, constructive or otherwise, of any information contained therein or determinable from information contained therein, including the compliance by the Company with any of the Company’s covenants (as to which the Trustee is entitled to rely exclusively on certificates described in paragraph (b) above).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes Securities are outstandingoutstanding (unless defeased in a legal defeasance), the Company Level 3 Parent shall have its annual financial statements audited, and its interim financial statements reviewed, by a nationally recognized firm of independent accountants and shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) Securities, all quarterly and annual financial information statements in the form incorporated by reference in the Offering Memorandum prepared in accordance with generally accepted accounting principles that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company were Level 3 Parent was required to file those Forms (but in no event any other items required in such formsForms), including together with a "corresponding “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” and, with respect to the annual information only, a report on the annual financial statements by the Company's Level 3 Parent’s certified independent accountants and accountant. Notwithstanding the foregoing, (i) such reports shall not be required to comply with any segment reporting requirements (whether pursuant to generally accepted accounting principles or Regulation S-X) in greater detail than is provided in the Offering Memorandum, (ii) all current such reports that would shall not be required to present beneficial ownership information and (iii) such reports shall not be filed with required to provide guarantor/non-guarantor financial data. Any reports shall be provided within the SEC on Form 8-K (or any successor forms) if time frames required by the Company were Commission for companies required to file such reports. In additionTo the extent that Level 3 Parent does not file such information with the Commission, whether or not required by the rules and regulations of the SEC, the Company Level 3 Parent shall file a copy of all distribute such information and such reports with (as well as the SEC for public availability within details regarding the time periods specified in conference call described below) electronically to the SEC's rules Trustee and regulations (unless the SEC will not accept such a filing) and make by posting such information available on a password-protected website (which may be non-public, require a confidentiality acknowledgment and be maintained by Level 3 Parent or its designee) to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a). which access will be given to (a) any Holder of the Securities, (b) If to any beneficial owner of the Company has designated Securities, who provides its e-mail address to Level 3 Parent or its designee and certifies that it is a beneficial owner of Securities, (c) to any prospective investor who provides its e-mail address to Level 3 Parent or its designee and certifies that it is a QIB, or (d) any securities analyst who provides their e-mail address to Level 3 Parent or its designee and certifies that they are a securities analyst. Unless Level 3 Parent or CenturyLink is subject to the reporting requirements of the Exchange Act, Level 3 Parent shall also hold a quarterly conference call for the Holders of the Securities to review such financial information (which, for the avoidance of doubt, access may be limited to those who have access to the password-protected website and have provided a confidentiality acknowledgement). The conference call will not be later than five Business Days from the time that Level 3 Parent distributes the financial information as set forth above. For so long as any of the Securities remain outstanding, Level 3 Parent shall furnish to the Holders of the Securities and to any prospective investor that certifies that it is a QIB, upon written 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 Level 3 Parent becomes a Guarantor or co-obligor of the Securities, Level 3 Parent may satisfy its obligations under this Section 905 with respect to financial information relating to Level 3 Parent by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries as Unrestricted other than Level 3 Parent and its Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of one hand, and the information relating to Level 3 Parent and its Subsidiaries, on the other hand. Notwithstanding the foregoing, Level 3 Parent shall be deemed to have furnished such financial statements and reports referred to above to the Trustee and the Holders if Level 3 Parent or in any direct or indirect parent of Level 3 Parent has filed such reports with the footnotes Commission via the ▇▇▇▇▇ filing system (or any successor thereto) and such reports are publicly available. Delivery of such reports, information and in "Management's Discussion documents to the Trustee is for informational purposes only and Analysis the Trustee’s receipt of Financial Condition and Results such shall not constitute actual or constructive notice or knowledge of Operations"any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the 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 CompanyTrustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall will post on the Company Website and furnish to the Trustee and to any of the Holders and Beneficial Owners of Notes (by hard copy or internet access), in each case, within five Business Days of the time periods specified in date such filing would otherwise be required to be made with the SEC's rules and regulations Commission: (i) 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 (or any successor forms) if the Company were required to file such formsForms, including a "Management's Discussion prepared in all material respects in accordance with the rules and Analysis of Financial Condition and Results of Operations" regulations applicable to such Forms, and, with respect to the annual information only, a report on the annual financial statements that would be required to be contained in a Form 10-K by the Company's ’s certified independent accountants and accountants; and (ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, would not be a Significant Subsidiary), then the quarterly and annual financial information required by Section 4.03(a4.03(a)(i) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and to the financial statements or 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 of the Company. (c) Delivery of reports, information and documents to the Trustee under this Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with this Section 4.03 or to determine whether such reports, information or documents have been posted on any website or filed with the Commission. (d) The Company will be deemed to have furnished to the Trustee and Holders and Beneficial Owners of Notes the reports and information referred to above in this Section 4.03 if the Company has filed them with the Commission. For purposes of this Section 4.03, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.

Reports. (a) Whether or not required by the rules and regulations of the SECSince January 1, so long as any Notes are outstanding1997, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be Seller has timely filed with the SEC on Form 8-K (or any successor forms) if and the Company were required to file such reports. In addition, whether or not NASD all Securities Documents required by the rules Securities Laws and regulations such Securities Documents complied in all material respects with the Securities Laws and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SECcircumstances under which they were made, 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)misleading. (b) If The Seller, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly Seller's Bank and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face each of the financial statements Seller's Subsidiaries has timely filed and made available to the Buyer true and complete copies of all forms, reports and documents required to be filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in the footnotes theretoinsurance of bank deposits, including without limitation, the Commissioner of Banks of The Commonwealth of Massachusetts (the "Massachusetts Commissioner"), the FRB, and the FDIC (collectively, the "Bank Regulators") since January 1, 1997, and have paid all fees and assessments due and payable in "Management's Discussion connection therewith. Such reports as of their respective date of filing complied in all material respects with the requirements of all laws, rules and Analysis of Financial Condition and Results of Operations"regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FDIC, the Massachusetts Commissioner or any other Bank Regulator in the regular course of the financial condition business of the Seller, the Seller's Bank and results the Seller's Subsidiaries (the "Bank Examinations"), no Bank Regulator has initiated any proceeding or, to the knowledge of the Seller, investigation into the business or operations of the Company and its Restricted Subsidiaries separate from Seller, the financial condition and results of operations Seller's Bank or any of the Unrestricted Seller's Subsidiaries since December 31, 1996. The Seller, the Seller's Bank and the Seller's Subsidiaries have not received any objection from any regulatory agency to any of the Companytheir responses to any violation, criticism or exception by any Bank Regulator with respect to any report or statement relating to any examinations, which objection remains unresolved.

Reports. By signing this Agreement, each Lender: (a) Whether or not is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the rules Parent Borrower hereunder and regulations all field examinations, audits and appraisals of the SEC, so long as any Notes are outstandingCollateral received by the Agents (collectively, the Company shall furnish to “Reports”); (b) expressly agrees and acknowledges that the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Administrative Agent (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (makes no representation or any successor forms) 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 warranty as to the annual information onlyaccuracy of the Reports, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports shall not be liable for any information contained in any Report; (c) expressly agrees and acknowledges that would be required to be filed with the SEC on Form 8-K (Reports are not comprehensive audits or examinations, that the Administrative Agent or any successor formsother party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (d) if agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner; and (e) without limiting the Company were required generality of any other indemnification provision contained in this Agreement, agrees: (i) to file hold the Administrative Agent and any such reports. In additionother Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit that the indemnifying Lender has made or may make to the Parent Borrower, whether or not required the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the rules Agents and regulations any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through 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)indemnifying Lender. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Issuers shall furnish to the Trustee Holders and the Holders of Notes Trustee, within the time periods specified in the SEC's Commission’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers were required to file such forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by the Company's certified its independent accountants and public accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuers 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) (including any consolidating financial information required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstandingOutstanding, the Company shall file with the Trustee and shall furnish to the Trustee and the Holders of Notes Notes, within the time periods specified in the SEC's rules and regulations regulations: (i1) all quarterly and annual reports filed by the Company with the SEC on Forms 10-Q and 10-K or, if at any time the Company is not required to file such reports with the SEC, all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements thereon by the Company's certified independent accountants and accountants; and (ii2) all current reports filed by the Company with the SEC on Form 8-K or, if at any time the Company is not required to file such reports with the SEC, all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. The Company shall timely file all reports required to be filed with the SEC. In addition, whether or if at any time the Company is not required by the rules and regulations of to file reports with the SEC, the Company shall file a copy of all such 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 requestinvestors. The Company shall at all times comply with TIA Section 314(a). (b) If Notwithstanding the Company has designated any of its Subsidiaries as Unrestricted Subsidiariesforegoing, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from any Subsidiary Guarantors (to the financial condition extent that such Subsidiary Guarantors are so required under the TIA) shall file with the Trustee and results of operations the SEC, and transmit to the Holders of the Unrestricted Subsidiaries of Notes, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the CompanyTIA at the times and in the manner provided therein.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall Parent will furnish to the Trustee and the Holders of Notes the Notes, within the time periods specified in the SEC's rules and regulations rule of the SEC with respect to such filings: (i1) all quarterly and annual financial and other information with respect to the 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 (or any successor forms) if the Company Parent 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 on the annual financial statements by the Company's Parent’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Parent were required to file such reports. In addition, whether or not required by ; provided that the rules and regulations filing of the SEC, the Company shall file a copy of all such information and reports foregoing with the SEC for public availability within the time periods specified in on the SEC's rules and regulations ’s ▇▇▇▇▇ system (unless or any successor) shall be deemed to satisfy the SEC will not accept such a filing) and make such information available Parent’s delivery obligation with respect to securities analysts and prospective investors upon requestthe foregoing. The Company financial information required by clause (1) of this Section 4.03(a) shall at all times comply with TIA Section 314(a). (b) If be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent, on the one hand, and the information relating to the Company has designated and its Subsidiaries on a standalone basis, on the other hand. At any time that any of its Subsidiaries as the Company’s subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly and annual financial information required by this Section 4.03(a) shall 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes and to prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SECExcept as set forth on Schedule 3.5(a), so long as any Notes are outstandingsince December 28, 2001, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations has filed (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be Reports required to be filed with the SEC on Form 8-K Commission, and (or any successor formsii) if the Company were all Reports required to file such reportsbe filed with any other Governmental Authorities. In additionSuch SEC Reports and other Reports, whether or not required by including all those filed after the rules date of this Agreement and regulations prior to the Closing Date, (a) were prepared in all material respects in accordance with the requirements of applicable Law (including, with respect to the SEC Reports of the SECCompany, the Company shall file a copy Securities Act and the Exchange Act, as the case may be) and (b) in the case of all such information and reports with the SEC for public availability within Reports, did not, at the time periods specified they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the SEC's rules and regulations (unless the SEC will circumstances under which they were made, 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)misleading. (b) If The Company's Consolidated Financial Statements and any consolidated financial statements of the Company has designated (including any related notes thereto) contained in any SEC Reports of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly Company filed with the Commission after the date of this Agreement (i) have been or will have been prepared in accordance with the published Regulations of the Commission and annual financial information in accordance with GAAP (except (A) to the extent required by Section 4.03(a) shall include a reasonably detailed presentationchanges in GAAP and (B), either on with respect to the face SEC Reports of the financial statements or Company filed prior to the date of this Agreement, as may be indicated in the footnotes notes thereto) and (ii) fairly present, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations"or will fairly present, of as the case may be, the consolidated financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from as of the financial condition respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated (subject to, in the case of the Unrestricted Subsidiaries any unaudited interim financial statements, reasonable estimates of the Companynormal and recurring year-end adjustments).

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Trustee and the Holders holders of Notes Notes, within the time periods (including any extensions thereof) specified in the SEC's ’s rules and regulations regulations: (iA) all quarterly and annual financial information that would be required to be contained in a filing with reports of the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports Issuer that would be required to be filed with the SEC on Form 8-K (or any successor forms) 20‑F if the Company Issuer were required to file such reports; and (B) all quarterly and current reports of the Issuer that would be required to be furnished with the SEC on Form 6‑K if the Issuer were required to furnish such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. Each annual report on Form 20‑F will include a report on the Issuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. To the extent such filings are made with the SEC, the Company shall file a copy reports will be deemed to have been furnished to the Trustee and holders of all such information and reports with Notes. The Issuer agrees that it will not take any action for the purpose of causing the SEC for public availability within not to accept any such filings. If, notwithstanding the time periods specified in the SEC's rules and regulations (unless foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will (i) post (or cause to be posted) the reports referred to in this Section 4.03(a) on its website with no password protection within the time periods that would apply if the Issuer were required to file those reports with the SEC, (ii) not later than ten (10) Business Days after the time the Issuer posts its quarterly and annual reports on its website, hold (or cause to be held) a quarterly conference call to discuss the information contained in such reports and (iii) no fewer than two (2) Business Days prior to the date of the conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a filingnews release to appropriate wire services announcing the time and date of such conference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in, the Notes and securities analysts and market makers to contact an individual at the Issuer (for whom contact information shall be provided in such news release) to obtain the information on how to access such conference call. (b) In addition, the Issuer agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the holders and make such information available to securities analysts and prospective investors investors, upon their request. The Company shall at all times comply with TIA Section 314(a). (b) If , the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(ato be delivered pursuant to Rule 144A(d)(4) shall include a reasonably detailed presentation, either on under the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyU.S. Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall Parent Guarantor will furnish to Holders of Notes or cause the Trustee and to furnish to the Holders of Notes within or file with the time periods specified in the SEC's rules and regulations Commission for public availability: (i1) all quarterly and annual financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Parent Guarantor were required to file such formsreports, 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 on the annual financial statements thereon by the Company's certified Parent Guarantor’s independent accountants auditors, which financial information shall be filed within (or prior to effectiveness of an exchange offer registration statement within 15 days after) the time period for such reports specified in the Commission’s rules and regulations; and (ii2) all current reports after effectiveness of an exchange offer registration statement, within the time periods specified in the Commission’s rules and regulations, the information that would be required to be filed with the SEC Commission in current reports on Form 8-K (or any successor forms) if the Company Parent Guarantor were required to file such reports; provided, however, that, in the case of clause (1) or (2), if the last day of any such time period is not a Business Day, such information will be due on the next succeeding Business Day. In addition, whether or not required by All such information will be prepared in all material respects in accordance with all of the rules and regulations of the SEC, the Company shall file a copy of all Commission applicable to 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)information. (b) If the Company Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable), then the quarterly and annual financial information required by Section 4.03(aclause (a) shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or in "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Parent Guarantor, the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. (c) This Section 4.03 will not impose any duty on the Company or the Parent Guarantor under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related Commission rules that would not otherwise be applicable. (d) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144 and the Parent Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Parent Guarantor will furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) The Parent Guarantor will be deemed to have furnished to the Holders and to prospective investors the information referred to in subclauses (1) and (2) of paragraph (a) of this Section 4.03 or the information referred to in paragraph (b) of this Section 4.03 if the Parent Guarantor has posted such reports or information on the Parent Guarantor or Company Website with access to current and prospective investors. For purposes of this Indenture, the term “Parent Guarantor or Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Parent Guarantor may from time to time designate in writing to the Trustee. (f) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes and the Trustee, within the time periods specified in the SEC's ’s rules and regulations regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 20-F and 40-F (or Forms 10-Q K and 10-K (or any successor formsQ) if the Company were required to file such formsreports, 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 86-K (or any successor formsForm 8-K) if the Company were required to file such reports. In additionNotwithstanding the foregoing, whether the requirement to furnish current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer or not required the effectiveness of a Shelf Registration Statement contemplated by the Registration Rights Agreement if the information that would have been contained in such reports is included in the Exchange Offer Registration Statement relating to the Exchange Offer and/or the Shelf Registration Statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 40-F (or Form 10-K) will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants; provided that, in the event ▇▇▇▇▇▇▇ Corp. and its Subsidiaries that are required to do so under this Indenture continue to provide Note Guarantees but are no longer included in the Company’s consolidated financial statements, to the extent permitted by the SEC and the Company’s certified independent accountants, each such annual report will also include a report on the Company’s combined financial statements (including ▇▇▇▇▇▇▇ Corp. and its consolidated Subsidiaries) by the Company’s certified independent accountants. In addition, following the consummation of the SECExchange Offer contemplated by the Registration Rights Agreement, the Company shall will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestwill post the reports on its website within those time periods. The Company shall will at all times comply with TIA Section § 314(a). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will 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 those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) shall 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. (c) 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 paragraphs (a) and (b) of this Section 4.03, the Issuer and the Guarantors 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.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes Holders, within the time periods specified in the SECCommission's rules and regulations regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements by the Company's certified independent accountants and accountants; and (ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) 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 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and if the Company or any of its Restricted Subsidiaries has made an Investment of at least $0.1 million in such Unrestricted Subsidiary, in "Management's Discussion and Analysis of Financial Condition and Results of Operations", ," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (a)(i) and (a)(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 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. (d) The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.03 for the purposes of making such reports available to it and to the Holders of Notes who may request such information. Delivery of such reports, information and documents to the Trustee as may be required pursuant to this Section 4.03 is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall 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) and will furnish to each Purchaser and each holder of a Note that is an Institutional Investor (which may be deemed to be made by electronic transmission via the Trustee and SEC’s ▇▇▇▇▇ system or any successor system thereto, subject to the Holders proviso at the end of Notes Section 8.3), within 15 days after the end of the time periods specified in the SEC's ’s rules and regulations for filings of current, quarterly and annual reports: (i) all quarterly and annual reports, including financial information information, that would be required to be contained in a filing with the SEC on Forms 10-Q (the “Form 10-Q”) and 10-K (or any successor formsthe “Form 10-K”) if the Company Authority 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 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 only, a report on the annual financial statements thereon by the Company's certified Authority’s independent accountants and registered public accounting firm; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Authority were required to file such reports. In addition. (b) So long as any Notes remain outstanding, whether if, at any time the Authority is no longer subject to Section 13 or not required by the rules and regulations 15(d) of the SECExchange Act, the Company shall file Authority will furnish to the Purchaser and each holder of a copy of all such information Note 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 purchasers of the Notes, upon their request. The Company shall at all times comply with TIA Section 314(a), the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (bc) If The Authority shall provide to the Company has designated Purchasers and each holder of a Note (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 required to file with the NIGC pursuant to 25 C.F.R. Part 514. (d) The Authority shall, so long as any of its Subsidiaries as Unrestricted Subsidiariesthe Notes are outstanding, then deliver to each Purchaser and each holder of a Note that is an Institutional Investor, forthwith upon any Responsible Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements Authority is taking or in the footnotes proposes to take with respect thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing As of their respective dates, neither the Annual Report on Form 10-K filed by RedFed with the SEC Securities and Exchange Commission (the "SEC") relating to the year ended December 31, 1996 (including the audited financial statements of RedFed included therein), nor any other report or other filing filed or made by RedFed subsequent to December 31, 1994 (including, without limitation, reports on Forms 10-Q and K, 10-K Q, and 8-K) with the SEC, the Office of Thrift Supervision (the "OTS"), or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis FDIC (all of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by and reports of the Company's certified independent accountants and types referred to in this clause (iii) all current reports that would be being collectively referred to in this Agreement as "Reports"), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. True and complete copies of all such Reports filed on or after December 31, 1994 have been made available to Golden State, and RedFed shall provide Golden State with true and complete copies of all Reports filed after the date hereof promptly after such Reports are filed and each such Report filed with the SEC on Form 8-K (complied or any successor forms) if will comply as to form with the Company were required to file such reportsapplicable requirements under the Securities Act or the Exchange Act. In addition, whether or not required by the rules and regulations Each of the SECstatements of financial condition contained or incorporated by reference in the Reports (including in each case any related notes and schedules) fairly presented or will fairly present, as the case may be, the Company shall file a copy financial position of all such information the entity or entities to which it relates as of its date and reports with each of the SEC for public availability within the time periods specified statements of operations, cash flows and changes in stockholders' equity, contained or incorporated by reference in the SEC's rules Reports (including in each case any related notes and regulations schedules), fairly presented or will fairly present, as the case may be, the results of operations, cash flows, and changes in stockholders' equity of the entity or entities to which it relates for the periods set forth therein, in each case in accordance with generally accepted accounting principles or applicable regulatory accounting principles and instructions consistently applied throughout the periods involved, except as may be stated therein (unless and subject, in the SEC will case of unaudited interim statements, to normal year-end audit adjustments that are not accept such a filing) material in amount or effect and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(athe lack of complete footnotes). (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to Issuer will file with the Trustee and SEC (unless the Holders of Notes SEC will not accept such a filing) within the time periods specified in the SEC's ’s rules and regulations regulations, unless already publicly available on the SEC’s ▇▇▇▇▇ filing system, the Issuer (ia) will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Issuer were required to file such forms, including a "“Management's Discussion ’s discussion and Analysis analysis of Financial Condition financial condition and Results results of Operations" operations” and, with respect to the annual information only, a report on the annual financial statements by the Company's certified Issuer’s independent accountants and auditors; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Issuer were required to file such reports. In addition. (b) Notwithstanding the foregoing, whether it is understood that for so long as the Issuer is exempt from the reporting requirements of Section 13(a) or not required by the rules and regulations 15(d) of the SECExchange Act and the Parent files with the SEC and provides (unless already public on the Commission’s ▇▇▇▇▇ filing system) the Trustee and Holders with such annual reports and such information, documents and other reports as are specified in Section 13 and 15(d) of the Exchange Act and applicable to a corporation subject to such Sections (such information, documents and reports to be so filed with the SEC and provided at the times specified for the filing of such information, documents and reports under such Sections), the Company Issuer shall not be required to file a copy of all such information information, documents and reports with the SEC for public availability within or provide such information, documents and reports to the time periods specified in Trustee and the SEC's rules Holders as otherwise required pursuant to this Section 4.02. (c) So long as any Notes remain outstanding, the Issuer shall furnish to the Holders and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors investors, upon their request. The Company shall at all times comply with TIA Section 314(a). (b) If , the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(ato be delivered pursuant to Rule 144A(d)(4) shall include a reasonably detailed presentation, either on under the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySecurities Act.

Reports. (a) Whether or not Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to will file with the Trustee and SEC (unless the Holders of Notes SEC will not accept such a filing) within the time periods specified in the SEC's ’s rules and regulations regulations, and upon request, the Company will furnish (iwithout exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, whether respectively, with the SEC using the ▇▇▇▇▇ filing system (or not required by the rules and regulations any successor filing system of the SEC) or, 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 if the SEC will not accept such a filing) reports or information, if the Company has posted such reports or information, respectively, on its website, and make such information reports or information, respectively, are available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)Holders of Notes through internet access. (bc) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (ii) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (d) Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) shall above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 its Unrestricted Subsidiaries. (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this Section 4.03 shall be deemed cured (and the Unrestricted Subsidiaries Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (g) 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 Section 4.03(a), the Company and the Guarantors 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) under the Securities Act. (h) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. (a) Whether or not required by The Company will use its best efforts to generate under the rules Electronic Platform a report providing for the following figures within 10 Business Days after the end of each calendar quarter (the "Reports") and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to deliver such Reports to the Trustee and Agent for distribution to the Holders of Notes within the time periods specified in the SEC's rules and regulations Issuing Banks: (i) the Base Currency Amount of all quarterly outstanding L/Gs as determined for such day; (ii) the aggregate Base Currency Amount of all outstanding L/Gs issued on behalf of the Company; (iii) the aggregate Base Currency Amount of all outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and (iv) all relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount, the date of issuance or prolongation and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q initially fixed maturity date or Commercial Lifetime (and 10-K (or if applicable, any successor formsprolongation thereof) if the Company were required to file of such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, L/G) with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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 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)L/G outstanding. (b) The Agent, the Lenders and the Issuing Banks may download copies of the Reports. In the event that the Agent and/or any Issuing Bank discovers an error in the Reports, such Party shall notify the Company and the relevant other Parties accordingly. Upon receipt of such notice, the relevant Parties shall seek mutual agreement on the relevant corrections and any entries in the Electronic Platform shall be made or, as the case may be, corrected by the Company and/or the relevant Issuing Bank accordingly. In the case that any such correction has an impact on the amount of any fees payable or paid under this Agreement, the relevant Issuing Bank shall notify the Company of any such difference which shall be taken into account by the Issuing Bank in the next notification to the Company and payment to the Lenders pursuant to Clause 11.1 (Commitment fee) or Clause 11.2 (L/G fee). (c) If the Company has designated Electronic Platform is not available, each Issuing Bank shall upon request by the Agent provide the following figures to the Agent for distribution to the other Issuing Banks and the Company: (i) the Base Currency Amount of all its outstanding L/Gs as determined for such day; (ii) the aggregate Base Currency Amount of all its outstanding L/Gs issued on behalf of the Company; (iii) the aggregate Base Currency Amount of all its outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and (iv) all relevant information (including the name of the beneficiary of the L/G, the type of L/G, the L/G amount, the date of issuance or prolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of such L/G) with respect to any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(aL/G outstanding. Paragraph (b) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companyapply mutatis mutandis.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes Securities are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Securities (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) 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 on the annual financial statements thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) 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, 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 set forth 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) If In addition to the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(athe Exchange Act, each such quarterly and annual report shall be required to contain "summarized financial information" (as defined in Rule 1-02(aa)(1) shall include of Regulation S-X under the Exchange Act) showing Adjusted Operating Cash Flow for the Company and its Significant Subsidiaries, on a reasonably detailed presentationconsolidated basis, either on where Adjusted Operating Cash Flow for the face Company is calculated in a manner consistent with the manner described under the definition of "Adjusted Operating Cash Flow" contained herein. The summarized financial information required pursuant to the preceding sentence may, at the election of the Company, be included in the footnotes to the audited consolidated financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", unaudited quarterly financial statements of the Company and shall be as of the same dates and for the same periods as the consolidated financial condition and results of operations statements of the Company and its Restricted Subsidiaries separate from required pursuant to the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyExchange Act.

Reports. (a) Whether or not To the extent Holdings is required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall Holdings will furnish to the Trustee and to the Holders of Notes within the time periods specified in the SEC's rules and regulations Holders: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Holdings 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 Holdings and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Company's Holdings’ certified independent accountants and accountants; provided that no information required to be provided pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X shall be required to be included therein; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Holdings were required to file such reports. In addition, whether or in each case, within the time periods required for filing such forms and reports as specified in the SEC’s rules and regulations, including any extension period under Rule 12b-25 under the Exchange Act (and during any period in which Holdings is not required by the rules and regulations of to file reports with 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 ’s rules and regulations (unless applicable to a “non-accelerated filer,” including any extension period under Rule 12b-25 under the Exchange Act). 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 Issuer 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. The filing by Holdings of such information and such reports with the SEC shall satisfy any requirement under this Indenture to furnish such reports to the Trustee and to Holders. In addition, to the extent not satisfied by the foregoing, Holdings will not accept such a filing) agree that, for so long as any Notes are outstanding, it will furnish to the Trustee and make such information available to the Holders and to securities analysts and prospective investors investors, upon their request. The Company shall at all times comply with TIA Section 314(a), the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) If Delivery of reports, information and documents to the Company has designated Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficer’s Certificates delivered pursuant to this Indenture).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent or the Company shall will furnish to the Holders or cause the Trustee and to furnish to the Holders of Notes Global Notes, within the time periods specified in the SEC's ’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC reports on Forms Form 10-Q and annual reports on Form 10-K (or any successor forms) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (such forms if Parent or any successor forms) if the Company were required to file such reports under the Exchange Act; (2) all current reports on Form 8-K that would be required to be filed with the SEC on such form if Parent or the Company were required to file such reports under the Exchange Act; and (3) in a footnote to Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this Section 4.16(a), the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by Parent’s certified independent accountants. In addition, whether or not required by Parent will post the reports on its website within the time periods specified in the rules and regulations of the SEC, the Company shall applicable to such reports and Parent will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) of this Section 4.16(a) with the SEC for public availability within the those time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing). Parent and the Company will be deemed to have furnished such reports referred to above to the Trustee and Holders if Parent has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and make such information available reports are publicly available. If at any time the Company is no longer subject to securities analysts and prospective investors upon requestthe periodic reporting requirements of the Exchange Act for any reason, Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16(a) with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. The Neither Parent nor the Company shall at all times comply will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those reports with TIA Section 314(a)the SEC. (b) The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of Parent, which shall include a discussion and analysis of the Company and the Restricted Subsidiaries. If the Company Board of Directors of Parent has designated any of its the Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and also in "Management's Discussion and Analysis of Financial Condition and Results of Operations"the MD&A, 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 Subsidiaries Subsidiaries. Parent 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 the Notes and securities analysts relating to the financial condition and results of operations of Parent, the Company and the Restricted Subsidiaries. (c) 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 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. (d) Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent or the Company, compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates). (e) Documents filed by us with the SEC via the ▇▇▇▇▇ system will be deemed filed with the Trustee as of the time such documents are filed via ▇▇▇▇▇. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuers shall furnish to the Trustee and the Holders of Notes Notes, within the time periods specified in the SEC's ’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Issuers were required to file such forms, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section and, with respect to the annual information only, a report on the annual consolidated financial statements by of the Company's certified Company of its independent accountants and public accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Issuers were required to file such reports. In addition. (b) While (a) any Parent of the Company that guarantees the Notes is subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act (including pursuant to the terms of its Indebtedness), whether or not required by (b) the rules and regulations of the SECSEC permit the Company and any such Parent to report at the level of such Parent on a consolidated basis and (c) such Parent is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Company, such consolidated reporting at such Parent level in a manner consistent with that described in this Section 4.03 for the Company shall file a copy of all satisfy this Section 4.03; provided that such Parent includes in its reports 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) If about the Company has designated that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect. For any fiscal quarter or fiscal year at the end of its which Subsidiaries as of the Company are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, after consummation of the Registered Exchange Offer for the Initial Notes, whether or not required by the SEC, the Issuers 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.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, outstanding the Company shall Issuer will furnish to the Trustee and the nominee of the Depositary, on behalf of the Holders of Notes Notes, within the time periods specified in the SEC's Commission’s rules and regulations regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company Issuer 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 on the annual financial statements by the Company's Issuer’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor forms) if the Company Issuer were required to file such reports. ; provided, that if the Issuer files such reports electronically with the Commission’s Electronic Data Gathering Analysis and Retrieval System (or any successor system) within such time periods, the Issuer shall not be required under this Indenture to furnish such reports as specified above. (b) In addition, on or after the Issue Date, whether or not required by the rules and regulations of the SECCommission, the Company shall Issuer will file a copy of all such of the information and reports referred to in Sections 4.17(a)(1) and (2) with the SEC Commission for public availability within the time periods specified in the SEC's Commission’s rules and regulations (unless the SEC 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 Section 314(a)In addition, the Issuer and the Guarantors have agreed 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. (bc) If In addition, if at any time any Parent becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Company has designated Capital Stock of the Issuer or any direct or indirect parent of the Issuer (and performs only the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information and other documents required to be furnished to holders of the Notes pursuant to this Section 4.17 may, at the option of the Issuer, be those of such Parent rather than the Issuer. (d) Notwithstanding the foregoing, the requirements of this Section 4.17 shall be deemed satisfied with respect to the furnishing of a Form 10-K for the Issuer’s fiscal year 2009 by the filing with the Commission of a registration statement on Form 10 with respect to the Issuer’s common stock if the information that would have been contained in such report is included in such Form 10, or any amendments thereto, and filed with the Commission within the times periods contemplated above. The Trustee shall not be under a duty to review or evaluate any report or information delivered to the Trustee pursuant to the provisions of this Section 4.17 for the purposes of making such reports available to it and to the Holders of the Notes who may request such information. Delivery of such reports, information and documents to the Trustee as may be required under this Section 4.17 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Companyan Officers’ Certificate).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer shall furnish to the Trustee and Holders (or promptly provide written notice thereof to the Holders in case of Notes within the time periods specified in the SEC's rules and regulations documents described below that are publicly available): (i) all quarterly as soon as they are available, but in any event within one hundred and annual twenty (120) days after the end of each of their respective fiscal years, the audited consolidated financial information statements of Issuer and its Subsidiaries for that would be required to be contained fiscal year (consistent in a filing form with the SEC on Forms 10-Q and 10-K (or any successor formsOriginal Financial Statements, subject to Section 6.2(c) if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" below); and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports as soon as they are available, but in any event within ninety (90) days after the end of each half of each of their respective fiscal years, the unaudited consolidated financial statements of Issuer and its Subsidiaries for that would be required to be filed fiscal half year (consistent in form with the SEC on Form 8-K (or any successor formsOriginal Financial Statements, subject to Section 6.2(c) 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 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(abelow). (b) If Each set of financial statements delivered by Issuer pursuant to Section 6.2(a) shall be certified by one (1) director of Issuer as fairly representing the Company has designated financial condition and operations (consolidated where applicable) of the relevant companies as at the date as at which those financial statements were drawn up and in the case of financial statements delivered under Section 6.2(a)(i), shall also be accompanied by a report by a firm of independent certified accountants (which shall not be qualified as to scope of audit or as to status of Issuer or any of its Subsidiaries as Unrestricted Subsidiaries) to the effect that such consolidated financial statements fairly present, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentationin all material respects, 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 position and results of operations of the Company Issuer and its Restricted Subsidiaries separate from on a consolidated basis in accordance with Applicable GAAP. (c) Issuer shall procure that each set of financial statements delivered pursuant to Section 6.2(a) is prepared using Applicable GAAP unless, in relation to any set of financial statements, (i) it notifies the Holders that there has been a change in such Applicable GAAP; and (ii) the relevant auditors deliver to the Holders a description of any change necessary for those financial condition statements to reflect such change in Applicable GAAP. For purposes of this Agreement, any change in Applicable GAAP made in accordance with this Section 6.2(c) shall apply to the definition of “Applicable GAAP” at any time following such change (and results until any subsequent change in Applicable GAAP in accordance with this Section 6.2(c)). (d) For as long as any Notes are “restricted securities” within the meaning of operations Rule 144(a)(3) under the Securities Act, during any period in which Issuer is neither subject to Section 13 or 15(d) of the Unrestricted Subsidiaries Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, Issuer shall supply, upon request of any Holder, beneficial owner or prospective purchaser of a Note, to any such Holder, beneficial owner or prospective purchaser, the Companyinformation specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, if not filed electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system) (“▇▇▇▇▇”), the Company shall will furnish to the Trustee and the Holders of Notes the Notes, within fifteen (15) days after the time periods specified in the SEC's rules and regulations below: (i1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) Form 6-K and Form 20-F if the Company were a “foreign private issuer” as such term is defined under the rules and regulations of the SEC), 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 on the annual financial statements by the Company's ’s certified independent accountants accountants, within, in the case of annual information, 120 days after the end of each fiscal year and within, in the case of quarterly information, 60 days after the end of each of the first three fiscal quarters of each fiscal year; and (ii2) as promptly as provided in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K (or any successor formsForm 6-K if the Company was a “foreign private issuer” as such term is defined under the rules and regulations of the SEC) if the Company were required to file such reports; in each case, in a manner that complies in all material respects with the requirements specified in such form. In addition, whether or not required by To the rules and regulations of the SEC, the Company shall file a copy of all extent any such information and reports with the SEC for public availability is not so filed or furnished, as applicable, within the time periods specified in the SEC's rules above and regulations (unless the SEC will not accept such a filing) and make such information available 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 with respect thereto shall be deemed to have been cured. In addition, to the extent not satisfied by the foregoing, the Company agrees that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors purchasers, upon their request. The Company shall at all times comply with TIA Section 314(a), the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) If Substantially concurrently with the furnishing or making such information available to the Holders pursuant to Section 3.10(a), unless otherwise made available on ▇▇▇▇▇, the Company has designated any shall also post copies of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial such information required by Section 4.03(a3.10(a) on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders, prospective purchasers of the Notes (which prospective purchasers shall include a be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), and securities analysts and market making financial institutions that are reasonably detailed presentationsatisfactory to the Company. (c) The Company may satisfy its obligations set forth in Sections 3.10(a) and (b) by furnishing reports relating to any Parent (including by making such reports available through ▇▇▇▇▇); provided that, either in the case of any financial information, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the face of the financial statements or in the footnotes theretoone hand, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of information relating to the Company and its Restricted Subsidiaries separate on a standalone basis, on the other hand. (d) The Company will also hold quarterly conference calls for the Holders of the Notes to discuss financial information for the previous quarter; it being understood that such quarterly conference call may be the same conference call as with the Company’s (or any Parent’s) equity investors and analysts. In the event the Company (or any Parent) does not hold any such conference call for equity investors and analysts, the conference call for the Holders of the Notes will be held following the last day of each fiscal quarter of the Company and the Company will use its commercially reasonable efforts to cause such call to be held not later than ten (10) Business Days from the time that the Company distributes the financial condition information as set forth in Section 3.10(b). The Company will issue a press release announcing the time and results date of operations such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. (e) Delivery of such reports, information and documents to the Unrestricted Subsidiaries Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall will furnish to Holders, or cause the Trustee to furnish to the Trustee and Holders, or file with the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) Commission for public availability all quarterly and annual financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsreports, 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 on the annual financial statements thereon by the Company's certified ’s independent accountants and (ii) all current reports that would be required to auditors, which financial information shall be filed with within 15 days after the SEC on Form 8-K (or time period for such reports specified in the Commission’s rules and regulations, including any successor forms) grace period provided therefor; provided, however, that, if the Company were required to file last day of any such reportstime period is not a Business Day, such information will be due on the next succeeding Business Day. In addition, whether or not required by All such information will be prepared in all material respects in accordance with all of the rules and regulations of the SEC, the Company shall file a copy of all Commission applicable to 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)information. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, would not be a Significant Subsidiary), then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) shall 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or 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 the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries Subsidiaries. (c) This Section 4.03 will not impose any duty on the Company under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related Commission rules that would not otherwise be applicable. (d) For so long as any of the CompanyNotes remain outstanding and constitute “restricted securities” under Rule 144 and the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) The Company will be deemed to have furnished to the Holders and to prospective investors the information referred to in paragraph (a) of this Section 4.03 or the information referred to in paragraph (d) of this Section 4.03 if the Company has posted such reports or information on the Company Website with access to current and prospective investors. For purposes of this Indenture, the term “Company Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Company may from time to time designate in writing to the Trustee.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC's ’s rules and regulations applicable to a non-accelerated filer, after giving effect to all applicable extensions and cure periods: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsreports, including a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” and, with respect to the annual information report only, a report on the annual Company’s consolidated financial statements by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or not required by the rules and regulations The availability of the SEC, the Company shall file a copy of all such information and foregoing reports with the SEC for public availability within the time periods specified in on the SEC's rules and regulations (unless ’s ▇▇▇▇▇ filing system will be deemed to satisfy 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)foregoing delivery requirements. (b) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly and annual financial information required by Section 4.03(a4.03(a)(1) 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 such Unrestricted Subsidiaries. (c) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any information required by this Section 4.03 shall be deemed cured (and the Unrestricted Subsidiaries Company shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders in Section 6.01 if the principal of, premium, if any, on, and interest, if any, on, the Notes 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) The Company will hold and participate in conference calls with the Holders of the Notes, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers with respect to the financial information required to be furnished pursuant to Section 4.03(a)(1) no later than ten Business Days after distribution of such financial information, unless, in each case, the Company reasonably determines that to do so would conflict with applicable securities laws, including in connection with any pending offering of securities. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. The Company shall, no later than three Business Days prior to the date of the conference calls required to be held in accordance with this paragraph, announce the date and time of such conference calls and all information necessary to enable Holders of Notes and security analysts to obtain access to such calls. (e) So long as any Notes are outstanding, the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are given access (which may be password protected) and to which all of the reports required by this Section 4.03 are posted (and by which posting the Company shall be deemed to have furnished such the reports required by this Section 4.03 to such Persons), unless they are otherwise publicly filed with the SEC. (f) The Company shall furnish to the Holders and Beneficial Owners of the Notes, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (g) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty or obligation whatsoever to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with any of the covenants under this Indenture, to determine whether such reports, information or documents are available on the SEC’s website via the ▇▇▇▇▇ filing system (or other successor system), the Company’s or other person’s website or otherwise, to examine such reports, information, documents and other reports to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstandingoutstanding (unless defeased in a Legal Defeasance), the Company shall Issuers will furnish to the Trustee and Trustee: (1) within ninety (90) days after the Holders end of Notes within each fiscal year, annual reports of the time periods specified in Partnership containing the SEC's rules and regulations (i) all quarterly and annual financial information that would be have been required to be contained in a filing with the SEC an Annual Report on Forms 10-Q and Form 10-K (or any successor forms) under the Exchange Act if the Company were required to file such formsPartnership had been a reporting company under the Exchange Act, including a "(A) “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual ,” and (B) audited financial statements by prepared in accordance with GAAP; (2) within forty-five (45) days after the Company's certified independent accountants and end of each of the first three (ii3) all current fiscal quarters of each fiscal year, quarterly reports of the Partnership containing the information that would be have been required to be filed with the SEC contained in a Quarterly Report on Form 810-K (or any successor forms) Q under the Exchange Act if the Company were required to file such reports. In additionPartnership had been a reporting company under the Exchange Act, 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 including (unless the SEC will not accept such a filingA) 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations",” and (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); provided further, however, that all such reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial condition measures contained therein), (B) will not be required to contain the separate financial information for Guarantors or Subsidiaries whose securities are pledged to secure the Notes contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC, (C) disclosure regarding executive compensation will only be required to include a summary compensation table (including any equity awards), a description of employment agreements with officers and results a description of operations any incentive plans and (D) will not be required to include exhibits that would otherwise be required to be filed pursuant to Item 601 of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.Regulation S-K.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall furnish to provide the Trustee and the Holders of Notes the Notes, within the time periods specified in the SECCommission's rules and regulations (i) regulations, all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such formsForms, including including: (i) a "Management's Discussion and Analysis of Financial Condition and Results of Operations" ;" (ii) a presentation of Consolidated Cash Flow for each period presented; and, (iii) with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants accountant; provided, however, that (A) such reports shall not be required to contain separate financial statements for any Guarantors other than condensed consolidating footnote disclosure containing information with respect to Guarantors and Subsidiaries that are not Guaranteeing the Notes, in each case on an aggregate basis and (iiB) such reports shall not be required to comply with the rules, regulations and policies of the Commission with respect to any non-GAAP financial measures contained therein. (b) In addition, if the Distribution has not been consummated on or prior to January 1, 2005 and at all times thereafter until the Distribution has been consummated, the Company shall: (i) provide the Trustee and the Holders, within 10 Business Days, all current reports that would be required to be filed with the SEC Commission on Form 8-K (other than (x) with respect to any entry into or termination of any successor formsagreement for the acquisition of film rights, (y) with respect to any entry into or termination of any affiliation agreement that would not have a material impact on the Company and its Restricted Subsidiaries and (z) Item 5.02 thereof) if the Company were required to file such reports. In addition, whether or ; (ii) hold a quarterly conference call for the Holders to discuss the information contained in the annual and quarterly reports required under this Section 4.03 not required by later than 5 Business Days from the rules and regulations time the Company distributes such information to the Holders; (iii) no fewer than 3 Business Days prior to the date of the SECconference call required to be held in accordance with clause (ii) above, issue a press release to the appropriate wire services announcing the time and date of such conference call and directing the Holders, prospective investors and securities analysts to contact the investor relations office of the Company shall file to obtain such information or to access such conference call; and (iv) either (A) maintain a copy of all non-public website to which Holders, prospective investors and securities analysts are given access and to which such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations conference call access details are posted or (unless the SEC will not accept such a filingB) and make distribute via electronic mail such information available and conference call details to Holders, prospective investors and securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)who request to receive such distributions. (bc) If the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesSubsidiaries under this Indenture and such Subsidiaries together would constitute a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03(a) 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 the Unrestricted Subsidiaries of the Company. (d) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to will furnish, or cause the Trustee and to furnish, to the Holders of Notes Notes, within the time periods (except as otherwise noted below) specified in the SEC's rules and regulations regulations: (ia) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 1020-Q and 10F or 40-K F, as applicable (or any successor forms), containing the information required therein (or required in such successor form) if including a report on the annual financial statements by the Company's certified independent accountants; and (b) for the first three quarters of each year, all quarterly financial information that would be required to be contained in quarterly reports under the laws of Canada or any province thereof or provided to securityholders of a company with securities listed on the Toronto Stock Exchange, whether or not the Company were required to file such formshas any of its securities so listed, in each case including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" "; and, with respect to (2) within 10 Business Days after the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports occurrence of any event that would give rise to a requirement to file information regarding such event with the SEC on Form 8-K, all information that would otherwise be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent such Unrestricted Subsidiaries in the aggregate accounted for more than 10% of Consolidated Cash Flow or the consolidated total assets of the Company and its Restricted Subsidiaries for or as of the end of the reporting period, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries excluding the Unrestricted Subsidiaries. In addition, whether or not required by the rules and regulations of the SEC, the Company shall will file a copy of all such of the information and reports referred to in clauses (1) and (2) of this Section 4.03 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) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will provide the Trustees and the Holders with: (i) within 90 days after the end of each fiscal year, all financial information that would be required by the rules and regulations of to be contained in an annual report on Form 10-K, Form 40-F or Form 20-F, or any successor or comparable form, filed with the SEC, so long as any Notes are outstandingincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC quarterly report on Forms Form 10-Q and 10or Form 6-K (K, or any successor formsor comparable form, filed with the SEC, including, whether or not required, unaudited quarterly financial statements (which will include at least a balance sheet, income statement and cash flow statement) if the Company were required to file such forms, including and a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ” section; and (iii) within the later of 5 days and the applicable number of days specified in the SEC’s rules and regulations, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (K, or any successor forms) or comparable form, 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 in each case in a copy of manner that complies in all such information and reports material respects with the SEC for public availability within the time periods requirements 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)form. (b) If In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company has designated shall furnish to Holders, securities analysts and prospective purchasers of the Notes, upon their request, the 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). The delivery to the Trustees and the Holders by electronic means or the filing of documents pursuant to the SEC’s ▇▇▇▇▇ system (or any successor electronic filing system) shall be deemed to be provided to the Trustees and the Holders as of the time such documents are filed via the ▇▇▇▇▇ system for purposes of this covenant The requirements set forth in Section 4.2(a), this Section 4.2(b) and Section 4.2(c) 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 Trustees, Holders and prospective purchasers of the Notes. The Trustees shall have no responsibility whatsoever to determine if such filings have been made. The Trustees 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 Trustees are entitled to rely exclusively on Officers’ Certificates). Neither of the Trustees shall be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s, any Subsidiary Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports or other documents filed under this Indenture. (c) If any of the Company’s Subsidiaries as Unrestricted is not a Subsidiary Guarantor and such Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentationeither individually or collectively, either on the face would constitute 10% 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 Consolidated EBITDA of the Company and its Restricted Subsidiaries separate from for any fiscal year or 10% of the total assets of the Company and its Subsidiaries (as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries), within the time period specified in Section 4.2(a) for annual reports, the Company shall provide to the Trustees and the Holders, financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial condition and results of operations information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors. (d) In the event that any direct or indirect parent company of the Unrestricted Subsidiaries Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.2 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent in the manner prescribed in Sections 4.2(a) and (b); provided that (i) such financial statements are accompanied by consolidating financial information for such parent and the Company in the 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 its ownership, directly or indirectly, of the Capital Stock of the Company. (e) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with its obligations under this Section 4.2 until 60 days after the date any report or other information is due hereunder.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall Venator will furnish to the Trustee and to the Holders of Notes Notes, within the time periods specified in the SEC's ’s rules and regulations including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (ias defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to securities analysts and potential investors upon request: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Venator were required to file such formsForms, including a "“Narrative Analysis of Results of Operations” or “Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" ,” as applicable, and, with respect to the annual information only, a report on the annual financial statements by the Company's Venator’ certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company Venator were required to file such reports. In addition; provided, whether however, that (i) in no event shall such reports be required to comply with Rule 3-09, Rule 3-10 or not required Rule 3-16 of Regulation S-X promulgated by the rules and regulations SEC (except that summary financial information with respect to non-guarantor Subsidiaries of the SECtype and scope included in the Offering Memorandum will be required), the Company (ii) in no event shall file a copy of all such information and reports be required to comply with Regulation G promulgated by the SEC for public availability within or Item 10(e) of Regulation S-K promulgated by the time periods specified SEC with respect to any non-GAAP financial measures contained therein, (iii) no such reports referenced under clause (2) above (other than reports referenced in clause (v) below) shall be required to be furnished if Venator determines in its good faith judgment that such event is not material to the Holders of the notes or the business, assets, operations or financial position of Venator and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such reports be required to include any information that is not otherwise similar to information currently included in the SEC's rules Offering Memorandum, other than with respect to reports provided under clause (2) above and regulations (unless v) in no event shall reports referenced in clause (2) above be required to include as an exhibits copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K except for (x) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the SEC will not accept such a filing) extent reasonably available and, in any case with respect to pro forma financial statements, to include only pro forma total assets, total debt, senior secured debt, revenues, operating income 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)capital expenditures in lieu thereof. (b) If the Company Venator has designated as an Unrestricted Subsidiary any of its Subsidiaries as Unrestricted Subsidiariesthat would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) shall will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, and or in "Narrative Analysis of Results of Operations or Management's ’s Discussion and Analysis of Financial Condition and Results of Operations", as applicable, of the financial condition and results of operations of the Company Venator and its Restricted Subsidiaries separate from the financial condition and results of operations of the any such Unrestricted Subsidiaries of Venator. (c) In the Companyevent that any direct or indirect parent company of Venator is or becomes a Guarantor of the Notes, Venator may satisfy the requirements of this Section 4.03 with respect to financial information relating to direct or indirect parent of Venator (such entity the “Parent Entity”) instead of Venator; provided that to the extent either (x) such Parent Entity holds assets (other than its direct or indirect interest in Venator) that exceed 1% of the assets of Venator and its Subsidiaries as of such fiscal period end or (y) such Parent Entity has revenues (other than revenue of Venator and its Subsidiaries) that exceed 1% of the total revenue of Venator and its Subsidiaries for the immediately preceding fiscal period, then such information related to such Parent Entity shall be accompanied by consolidating information that explains in reasonable detail the differences between the information of such Parent Entity, on the one hand, and the information relating to Venator and its Subsidiaries on a stand-alone basis, on the other hand. (d) 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 Sections 4.03(a) and (b), the Issuers and the Guarantors 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. (e) Delivery of the reports and documents described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such reports and documents shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on an Officers’ Certificate). (f) For purposes of this Section 4.03, Venator will be deemed to have furnished such reports referred to above to the Trustee and the Holders if Venator or any Parent Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available; provided, however, that the Trustee shall have no obligation to determine whether or not Venator shall have made such filings.

Reports. (a) Whether Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or not required by the rules and regulations 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company shall furnish will, unless they have been so filed and made publicly available, deliver to the Trustee and and, upon a Holder’s prior written request to the Holders Company, furnish (whether through hard copy or internet access through a publicly-maintained site not protected by a password) to such Holder of Notes Notes, within five Business Days of filing, or attempting to file, the time periods specified in same with the SEC's rules and regulations : (i1) 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 (or any successor forms) 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 financial information only, a report on the annual financial statements thereon by the Company's ’s certified independent accountants and accountants; and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition. (b) The Company and the Guarantors shall furnish to the Holders and Beneficial Owners of the Notes, whether or not 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) The Company will be deemed to have furnished the reports and information required by paragraph (a) of this Section 4.03 to the rules and regulations Holders if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, 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 if the SEC will not accept such a filing) reports or information, if the Company has posted such reports or information, respectively, on its website, and make such information reports or information, respectively, are publicly available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA Section 314(a)Holders through internet access. (bd) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements 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. (e) In the event that any direct or indirect parent company of the CompanyCompany is a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same be accompanied by consolidated information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. (f) Delivery of reports, information and documents to the Trustee under this Section 4.03 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. The Trustee shall have no responsibility or liability for the filing, timeliness or content of such reports, information or documents. (g) All Defaults or Events of Default arising from a failure to furnish in a timely manner any information required by this Section 4.03 be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such information as contemplated by this Section 4.03 (but without regard to the date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the holders under Article 6 if the principal of, premium, if any, on, and interest, if any, on, the notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's ’s rules and regulations (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company and its Subsidiaries 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 on the annual financial statements thereon by the Company's ’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company and its Subsidiaries 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 within the time periods specified in the SEC's ’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 requestrequest if not then publicly available. For purposes of this Section 4.03, the Company shall be deemed to have furnished the reports to the Holders of the Notes as required by this Section 4.03 if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The Company shall at all times comply with TIA Section 314(a). (b) If . Delivery by the Company has designated 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 Subsidiaries covenants hereunder (as Unrestricted Subsidiaries, then to which the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either Trustee is entitled to rely exclusively on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyOfficers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file or furnish, as applicable, with the SEC for public availability), within the time periods specified in the SEC's ’s rules and regulations applicable to the Company (ior, in the event the Company is not so required, which would be applicable to the Company if it were required), after giving effect to all applicable extensions and cure periods: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, annual audited financial statements prepared in accordance with GAAP (with footnotes to such formsfinancial statements), including the audit report on such financial statements issued by the Company’s certified independent accountants, and unaudited quarterly financial statements prepared in accordance with GAAP (with condensed footnotes to such financial statements consistent with past practice), in each case, with a "“Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" and, ” consistent with respect to the annual information only, presentation thereof in the Offering Memorandum and a report on presentation of EBITDA of the annual Company and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements by the Company's certified independent accountants and statements; (ii2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor forms) if the Company were required to file such reports. In addition, whether or ; and (3) if at any time the Company is not required to file reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, (a) as promptly as reasonably practicable after furnishing to the Trustee the reports and financial statements required by clauses (1) and (2) of this Section 4.03(a), hold a conference call to discuss such reports and the results of operations for the relevant reporting period and (b) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing noteholders, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Company to obtain such information. All such reports will be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. In addition to the SECforegoing, the Company shall will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) of this Section 4.03(a) with the SEC for public availability or, if the Company is not required to file with the SEC, or the SEC will not accept such a filing, on its website, in each case, within the time periods, after giving effect to all applicable extensions and cure periods, applicable to the Company if the Company were required to file those reports with the SEC. If, at any time after consummation of the Exchange Offer, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified in the SEC's rules and regulations (above unless the SEC will not accept such a filing) , provided that in such event the reports specified in the preceding paragraphs of this Section 4.03 shall not be required to contain certain disclosures relating to the Company’s controls and make such information available to procedures, corporate governance, code of ethics, director independence, market for the Company’s equity securities analysts and prospective investors upon requestexecutive compensation. The Company shall at all times comply with TIA Section 314(a)will not take any action for the purpose of causing the SEC not to accept any such filings. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include hereof will include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes 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 of the Company. (c) In addition, the Company and the Guarantors will agree that, for so long as any Notes remain outstanding, if at any time they are not filing with the SEC the reports required by Section 4.03(a), 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) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (d) This Section 4.03 will not impose any duty on the Company under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related SEC rules that would not otherwise be applicable. Any reports, information or documents filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) system shall be deemed filed with the Trustee and furnished to the Holders of the Notes and securities analysts as required pursuant to this covenant. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. By signing this Agreement, each Lender: (a) Whether or not is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the rules Parent Borrower hereunder and regulations all field examinations, audits and appraisals of the SEC, so long as any Notes are outstandingCollateral received by the Agents (collectively, the Company shall furnish to “Reports”); (b) expressly agrees and acknowledges that the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations Administrative Agent (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (makes no representation or any successor forms) 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 warranty as to the annual information onlyaccuracy of the Reports, a report on the annual financial statements by the Company's certified independent accountants and (ii) all current reports shall not be liable for any information contained in any Report; (c) expressly agrees and acknowledges that would be required to be filed with the SEC on Form 8-K (Reports are not comprehensive audits or examinations, that the Administrative Agent or any successor formsother party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (d) if agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except as permitted under Section 11.16(a), or use any Report in any other manner; and (e) without limiting the Company were required generality of any other indemnification provision contained in this Agreement, agrees: (i) to file hold the Administrative Agent and any such reports. In additionother Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit that the indemnifying Lender has made or may make to the Parent Borrower, whether or not required the indemnifying L▇▇▇▇▇’s participation in, or the indemnifying L▇▇▇▇▇’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the rules Agents and regulations any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through 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)indemnifying Lender. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will file with the SEC (unless the SEC will not accept such filings) and furnish to the Trustee and the Holders of Notes within the time periods specified in the SEC's rules and regulations (i) Noteholders all quarterly and annual financial information, and within 15 days of the dates such information is filed with the SEC, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (including pursuant to any extension authorized by the SEC, rule, regulation or any successor forms) if executive order). In addition, to the extent not satisfied by the foregoing, the Company were will furnish to Holders of the Notes and prospective investors in the Notes, upon their request, the information required to file such forms, including a "Management's Discussion and Analysis be delivered pursuant to Rule 144A(d)(4). The Company will be deemed to have satisfied the requirements of Financial Condition and Results the first paragraph of Operations" and, 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 annual Parent Guarantor 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, in each case provided that the same is accompanied by information onlydescribing the non-equity differences between the financial information relating to such Parent Entity and its Subsidiaries, a report on the annual one hand, and the financial statements information relating to the Parent Guarantor and its Subsidiaries, on the other hand (as determined by the Company in good faith, which determination shall be conclusive) and for the avoidance of doubt need not be audited or compliant with Regulation S-X. Delivery of any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of 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 certified independent accountants and ’s compliance with any of its covenants hereunder (ii) all current 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 that would be required to be or other documents filed with the SEC on Form 8-K (or posted to any successor forms) if the Company were required website or 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 within the time periods specified participate 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)any conference calls. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.