Common use of Reports Clause in Contracts

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) will, within the time periods specified in the SECCommission’s rules and regulationsregulations applicable to non-accelerated filers, and upon requestfurnish, or cause the Company will furnish (Trustee to furnish, to the Holders, without exhibits) cost to the Trustee for delivery to or the Holders of NotesHolders: (1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. (b) The Company will be deemed to have furnished such ; provided that, the availability of the foregoing reports and information described above in Section 4.03(a) to on 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, respectively, with the SEC using the Commission’s ▇▇▇▇▇ filing system (or any successor filing system a publicly available website of the SEC) or, if Company will be deemed to satisfy the SEC will not accept such reports foregoing delivery requirements. In the event that any direct or information, if indirect parent company of the Company has posted such reports or informationbecomes a guarantor of the Notes, respectively, on the Company may satisfy its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 obligations under the Exchange Act or Item 10(e) of Regulation S-K this Section 4.03 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 information relating to the rules and regulations applicable Company by furnishing information relating to such reports. (e) If parent company; provided that the Company has designated any of its Subsidiaries as Unrestricted Subsidiariessame be accompanied by consolidated information that explains in reasonable detail the differences between the information relating to such parent, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will 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 standalone basis, on the financial condition and results of operations of its Unrestricted Subsidiaries. (f) other hand. Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by comply with this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this Section 4.03covenant) upon furnishing or filing such financial information or report as contemplated by this Section 4.03 (but without regard to the date on which such financial statement information or report is so furnishedfurnished or filed); 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 all outstanding Notes shall 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. (hb) The Company Issuers and the Guarantors agree thatwill, for so long as any Notes remain outstandingoutstanding and cannot be resold by non-affiliates without restriction under Rule 144, 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 and Beneficial Owners of the Notes and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ic) Delivery of any 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 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 covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesthe Notes or the Trustee: (1) all quarterly and annual reports that would be required no later than 90 days after the end of each fiscal year, (a) audited financial statements prepared in accordance with GAAP (with footnotes to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsfinancial statements), including the audit report on such financial statements issued by the Company’s certified independent accountants, (b) a “Management’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 thereon by Significant Subsidiary, (iv) the Company’s certified independent accountants; and (2) all current reports incurring Indebtedness outside the ordinary course of business that would be required is material to be filed with the SEC on Form 8-K if the Company were required (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 file such reportsthe Company or any Restricted Subsidiary. (b) The Company will be deemed to have furnished such reports and information described above in requirements of Section 4.03(a) to may be satisfied by 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, respectively, filing with the SEC using for public availability by Parent, the ▇▇▇▇▇ filing system (Company or any successor filing system a Subsidiary of either of the SECforegoing of (i) orany Annual Report on Form 10-K, (ii) a Quarterly Report on Form 10-Q or (iii) a Current Report on Form 8-K, containing the 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 SEC will not accept such reports or informationfinancial information of Parent, if on the one hand, and the Company has posted such reports or information, respectivelyand its Subsidiaries on a stand-alone basis, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessthe other hand. (c) For the avoidance of doubt, the information provided pursuant to Section 4.03(a) (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 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, 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 . At any time that any of the rules and regulations applicable to such reports. (e) If the Company has designated any of its Company’s Significant Subsidiaries as are Unrestricted Subsidiaries, then, to then the extent material, the annual and quarterly and annual financial information required by Section 4.03(a4.03(b) above (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 its the Unrestricted SubsidiariesSubsidiaries of the Company. (fd) 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 Section 4.03covenant) upon furnishing such financial information as contemplated by this Section 4.03 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 under the provisions of Article 6 hereof 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. (ge) In addition, the The Company will hold and participate in annual conference calls with the Holders of the Notes, Beneficial Holders 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 clause (1Section 4.03(a)(1) of and Section 4.03(a4.03(a)(2) hereof no later than ten Business Days after the 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. (hf) The Company and the Guarantors agree that, for so So long as any Notes remain are outstanding, if at any time they the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are not required given access (which may be password protected) and to file with the SEC which all of the reports required by this Section 4.03(a)4.03 are posted, unless they are otherwise publicly filed with the SEC. (g) The Company and the Guarantors will shall furnish to the Holders and Beneficial Owners of Notes and to securities analysts and the Notes, prospective investors, broker-dealers and securities analysts, upon their request, the 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. (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. By signing this Agreement, each Lender: (a) Regardless is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be financial statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon delivered by the Company’s certified independent accountants; and Parent Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Agents (2) all current reports that would be required to be filed with collectively, the SEC on Form 8-K if the Company were required to file such reports.“Reports”); (b) The Company will be deemed to have furnished such reports expressly agrees and information described above in Section 4.03(a) to acknowledges that 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, Administrative Agent (i) such information will not be required makes no representation or warranty as to contain the separate financial information for Guarantors as contemplated by Rule 3-10 accuracy 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 provisionsthe Reports, and (ii) such information shall not be required to comply with Regulation G under liable for any information contained in any Report; (c) expressly agrees and acknowledges that the Exchange Act Reports are not comprehensive audits or Item 10(e) examinations and that the Administrative Agent or any other 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 Regulation S-K with respect to any non-GAAP financial measures contained therein.the Loan Parties’ personnel; (d) Except as provided aboveagrees to keep all Reports confidential and strictly for its internal use, all such reports will be prepared and not to distribute, except to its participants, or use any Report in all material respects in accordance with all of the rules and regulations applicable to such reports.any other manner; and (e) If without limiting the Company has designated any generality of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 thatindemnification provision contained in this Agreement, 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. agrees (i) Delivery to hold the Administrative Agent and any such other 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 reports, information and documents Credit that the indemnifying Lender has made or may make to the Trustee pursuant Parent Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to this Section 4.03 is for informational purposes onlypay and protect, and indemnify, defend, and hold the Trustee’s receipt of Administrative Agent and any such shall not constitute constructive notice 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 Agents and any such other Lender preparing a Report as the direct or indirect result of any information contained therein third parties who might obtain all or determinable from information contained therein, including part of any Report through the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)indemnifying Lender.

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesIssuer shall: (1) all quarterly and during such time as it is subject to the 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 information, documents and 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 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 pursuant to the annual information only, a report thereon by the Company’s certified independent accountantsExchange Act; and (2) all current reports that would be required during such time as it is not subject to be filed the reporting requirements of the Exchange Act, file with the SEC on Form 8-K if the Company were Trustee, within 30 days after it would have been required to file such reports. (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 same with the SEC, financial statements, including any notes thereto (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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. (dannual reports, an auditors’ report by a firm of established national reputation) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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, both comparable to what it would have been required to file with the SEC had it been subject to the reporting requirements 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 SubsidiariesExchange Act. (fb) Notwithstanding the 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 occurred. (c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 5.03 shall be deemed cured (and the Company Issuer shall be deemed to be in compliance with this Section 4.035.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 5.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 7 of the provisions of Article 6 hereof Base Indenture if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes interest have been accelerated in accordance with the terms of this the 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. (id) Delivery of any reports, information and documents to the Trustee Trustee, including pursuant to this Section 4.03 5.03, is for informational purposes only, 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 CompanyIssuer’s compliance with any of its covenants hereunder pursuant to Article 5 hereof (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).

Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless Trustee and the SEC will not accept Holders within 15 Business Days after the filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company ; 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 have furnished a secure internet portal, the Company will separately electronically deliver such reports and information described above in Section 4.03(a) to the Holders of Notes (and Trustee). If a Parent Entity has provided the Trustee information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have delivered satisfied such reports and information requirements; provided that if the Parent Entity is not a Guarantor of the Notes, the Parent Entity provides to the Trustee and the Holders of Notes) 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain the separate unaudited supplemental 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 that explains in each case any successor provisions, and (ii) such reasonable detail the differences between the 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 relating to such reports. (e) If the Company has designated Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will 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 of its Unrestricted Subsidiariesother hand. (fb) 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 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 For so long as any of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors will shall 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. (ic) 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 pursuant to this Section 4.03 is for informational purposes only, 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 an Officers’ CertificateOfficer’s Certificates).

Reports. (ai) Regardless As of whether 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 by to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not 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 will file with financial position, results of operations, cash flows and stockholders' equity, as the SEC case may be, of the entity or entities to which it relates for the periods set forth therein (unless the SEC will not accept such a filing) within the time periods specified subject, in the SEC’s rules and regulationscase of unaudited interim statements, and upon requestto normal year-end audit adjustments that are not material in amount or effect), the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:in each case in accordance with GAAP, except as may be noted therein. (1ii) NFB and its Subsidiaries have each timely filed all quarterly material reports, registrations and annual reports 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 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 thereon by the Company’s certified independent accountants; and (2D) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC, (E) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its websiteNYSE and (F) any other SRO, and such reports or information, respectively, are available to Holders of Notes through internet accesshave paid all fees and assessments due and payable in connection therewith. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will 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 its the Unrestricted Subsidiaries. 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 (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of 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 . Delivery 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, 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 Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will 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 its the Unrestricted Subsidiaries. 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 (for 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) Any has provided a guarantee with respect to the Notes and all Defaults 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 Events such other Person which, directly or indirectly, owns a majority of Default arising from a failure to furnish in a timely manner the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of 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 . Delivery 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, 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 Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to and the Holders of Notes: Holders: (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. , in each case, within 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 SEC, the Company shall file a copy of all of the information and reports referred to in clauses (bi) and (ii) above with the SEC for public availability 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 (unless the SEC will not accept such a filing). The Company will shall at all times comply with TIA § 314(a). The Company shall be deemed to have furnished such the reports referred to in clauses (i) and information described (ii) 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accesspublicly available). (cb) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 shall 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 ActAct to the extent such information requirement is not satisfied by delivery of the information pursuant to clause (a) above. (ic) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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’ CertificateOfficer’s Certificate or certificates).

Reports. (a) Regardless 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 whether 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 by 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 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 any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept may be prescribed from time to time in such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company will 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 Outstanding, 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 Issuer shall be deemed to have furnished such reports and information described above referred to in this Section 4.03(a) 9.05 to the Holders of Notes (Trustee and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company it has filed such reports or information, respectively, with the SEC using Commission via the ▇▇▇▇▇ filing system (or any successor filing system of the SECthereto) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accesspublicly available. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) Regardless Notwithstanding that the Company may not be required to remain subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will shall file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesset forth below: (1i) within 90 days after the end of each fiscal year, all quarterly and annual reports financial information that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form. (b) The Notwithstanding Section 4.2(a), the Company will shall not be deemed obligated to have furnished file such reports and information described above in Section 4.03(a) to with the Holders of Notes (and SEC if the Trustee shall be deemed to have delivered SEC does not permit such reports and 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) if , in each case at the Company’s expense and by the applicable date 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not would 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) file such information shall not be required pursuant 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, thenpreceding paragraph. In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 thatforegoing, for so long as any Notes remain are 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 shall furnish to the Holders of Notes and to securities analysts and prospective investorspurchasers 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 (ior any successor regulation). The requirements set forth in this Section 4.2(b) Delivery and in Section 4.2(a) may be satisfied by posting copies of reportssuch 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, information Holders and documents prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee pursuant to this Section 4.03 is should be considered for informational purposes only, only and the Trustee’s receipt of such Trustee shall not constitute be deemed to have constructive notice of any information contained therein contained, or determinable from information contained thereincontained, in any reports referred to above, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). (c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors. (d) In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations 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 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.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuer shall electronically file with the SEC (unless Commission by the SEC will not accept such a filing) within the time periods respective dates specified in the SECCommission’s rules and regulationsregulations (the “Required Filing Date”), and upon requestunless, in any such case, such filings are not then permitted by the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesCommission: (1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports. (b) The Company will ; If such filings with the Commission are not then permitted by the 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 Notes, 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 deemed required to have furnished such reports and information described above in Section 4.03(a) 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 reports, information and other documents required to be filed and furnished to Holders of the Notes (pursuant to this Section 4.4 may, at the option of the Issuer, be filed by and be those of the Trustee shall be deemed to have delivered such Parent Guarantor rather than the Issuer. The availability of the foregoing reports and information to on the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the Commission’s ▇▇▇▇▇ filing system service (or any successor filing system of the SECthereto) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 satisfy the Issuer’s delivery obligations 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, Trustee 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 Holders. Delivery 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 actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the 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 Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to Holders, or cause the Trustee to furnish to the Holders, or file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee Commission for delivery to the Holders of Notespublic availability: (1i) all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsauditors, 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 (2ii) 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 if the Company were required to file such reports. ; provided, however, that, in the case of clause (bi) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes or (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) orii), if the SEC will last day of any such time period is not accept such reports or informationa Business Day, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain due on 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) next succeeding Business Day. All 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 of the Commission applicable to such reportsinformation. (eb) 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, thenare “minor” within the meaning of Rule 3-10 of Regulation S-X, to the extent materialsubstituting 5% for 3% where applicable), then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 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 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 its the Unrestricted Subsidiaries. (fc) Any This Section 4.03 will not impose any duty on the Company under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and all Defaults or Events the related 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 Default arising from a failure to furnish in a timely manner any financial information required by paragraph (a) of this Section 4.03 shall be deemed cured or the information referred to in paragraph (and the Company shall be deemed to be in compliance with this Section 4.03b) upon furnishing such financial information as contemplated by of 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 Company has posted such acceleration has not been rescinded reports or cancelled prior to such cure. (g) In addition, information on the Company will hold and participate in annual conference calls Website with the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers access 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 current and prospective investors, upon their request. For purposes of this Supplemental Indenture, the information required 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 be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (i) Delivery of reports, information and documents time designate in writing 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) Regardless of whether 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 will file with the SEC (unless the SEC will not accept such a filing) SEC, within the time periods specified in the SEC’s 's rules and regulations, all such annual reports, quarterly reports and upon request, 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 furnish also be required (without exhibitsi) to supply to the Trustee and each Holder, or supply to the Trustee for delivery forwarding to each such Holder, without cost to such Holder, copies of such reports and other documents within 15 days after the Holders of Notes: (1) all quarterly date on which the Company files such reports and annual reports that documents with the SEC or the date on which the Company would be required to be contained in a filing with the SEC on Forms 10-Q file such reports and 10-K documents if the Company were so required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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) if filing such information shall reports and documents with the SEC is not be required to comply with Regulation G accepted by the SEC or is prohibited under the Exchange Act or Item 10(e) Act, to supply at the Company's cost copies of Regulation S-K with respect such reports and documents 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 Company shall be deemed to be in compliance with this Section 4.03) prospective Holder promptly 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) written request. 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 has agreed 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 it 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 specified in Rule 144A(d)(4) under the Securities Act. (ib) Delivery of Notwithstanding subsection (a) above, so long as the Parent guarantees the Notes, the reports, information and other documents required to be filed and provided as described above may be those of the Trustee pursuant to this Section 4.03 is for informational purposes onlyParent, rather than the Company, so long as such filings (i) would satisfy the requirements of the Exchange Act and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including regulations promulgated thereunder and (ii) disclose the Company’s compliance with any 's results of its covenants hereunder (operations and financial condition in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section in at least such detail as to which would be required if the Trustee is entitled to rely exclusively on an Officers’ Certificate)Company were filing such report.

Reports. (a) Regardless 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 whether a material fact or omitted to state any material fact required by 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 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 will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders Consolidated Subsidiaries of Notes: (1) all quarterly and annual reports that would be SLIC is required to be contained in a make any filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsSEC. (b) The Company will be deemed Neither SLIC nor any of its Consolidated Subsidiaries is subject to have furnished such reports and information described above 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 Section 4.03(a) 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, nor has SLIC or any of its Consolidated Subsidiaries been advised in writing or, to the Holders knowledge 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 SLIC, verbally, by any Governmental Entity that it is considering issuing, initiating, ordering, or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or requesting any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessforegoing. (c) For SLIC has made available to PIF all material correspondence with the avoidance SEC since the Applicable Date and, as of doubtthe date of this Agreement, to the knowledge of SLIC (i) such information will not be required there are no unresolved comments from the SEC with respect to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X SLIC SEC Reports or any financial statements SEC examination 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, SLIC and (ii) such information shall not be required to comply with Regulation G under none of the Exchange Act or Item 10(e) of Regulation S-K with respect SLIC SEC Reports is subject to any non-GAAP financial measures contained thereinongoing review by the SEC. (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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’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 thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) . The Company will be deemed file a copy of the information and reports referred to have furnished such reports in clauses (1) and information described (2) 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, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 time periods specified 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 reportsreports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a). (eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 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(a)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. (ic) Delivery of reportsNotwithstanding anything to the contrary in Sections 4.03(a) and 4.03(b) above, information and documents the Company will be deemed to have furnished the reports required by this Section 4.03 to the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt Holders of the Notes if the Company has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Company’s compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively on an Officers’ Certificate)▇▇▇▇▇ filing system and such reports are publicly available.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: , if not filed electronically with the SEC (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its consolidated Subsidiaries) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. , 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 (b) The Company will be deemed to have furnished such reports as defined in the Appendix), whether or not required by the rules and information described above in Section 4.03(a) to regulations of the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if SEC, the Company has filed shall file a copy of all such information and reports or information, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of time periods specified in the SEC) or, if ’s rules and regulations (unless the SEC will not accept such reports 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 information, if the Company has posted such reports or information, respectively, on its websiteeffectiveness 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 reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 that satisfies 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 informationSecurities Act. The Company shall be permitted to combine this conference call at all times comply with any other conference call for other debt or equity holders or lendersTIA § 314(a). (hb) The Company and the Guarantors agree that, for 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 shall 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. (ic) Delivery of reports, information and documents Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to this Section 4.03 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, 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’ CertificateCertificates).

Reports. (a) 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 will file with the SEC (unless the SEC will not accept such a filing) within ten days after the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 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 Holders 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 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 the Notes of any Notes 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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with Issuers shall furnish to Holders and the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report thereon on the annual consolidated financial statements of the Company by the Company’s certified its independent public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuers were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will 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 its the Unrestricted Subsidiaries. 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 (for 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) Any and all Defaults has furnished Holders the reports described in the preceding paragraphs with respect to such Parent (or Events such other Person which, directly or indirectly, owns a majority of Default arising from a failure to furnish in a timely manner the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information required by this Section 4.03 shall be deemed cured (and Regulation S-X relating to the Company Issuers), the Issuers shall be deemed to be in compliance with the provisions of this Section 4.03) upon furnishing such financial . Such information as contemplated may be provided 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 a Parent in accordance filings with the terms of Securities and Exchange Commission, which filing shall satisfy the obligations set forth in 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 paragraph. Delivery 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, 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 Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).

Reports. (ai) Regardless As of whether 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 by to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not 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 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 contained or incorporated by reference in RCFC's Reports (including in each case any related notes and schedules) and each of the statements of operations, so long consolidated statements of cash flows and consolidated statements of changes in stockholders' equity, contained or incorporated by reference in RCFC's Reports (including in each case any related notes and schedules) fairly presented, or will fairly present, as any Notes 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 outstandingnot material in amount or effect), the Company will file 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 (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulationssince December 31, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:1997. (1ii) RCFC and each of its Subsidiaries have each timely filed all quarterly material reports, registrations and annual reports 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 if the Company respect thereto, that they were required to file such formssince December 31, including a “Management’s Discussion 1993 with (A) the FDIC, (B) the SEC, (C) the NASD, (D) the NYBD and Analysis of Financial Condition and Results of Operations” (E) any other SRO, and, with respect to the annual information onlyRCFC's knowledge, a report thereon by the Company’s certified independent accountants; and (2) have paid all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsfees and assessments due and payable in connection therewith. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) Regardless Whether or not the Issuer is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company Issuer will file with provide the SEC (unless Trustee and the SEC will not accept Holders within 15 Business Days after the filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer 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 financial statements only, a report thereon by the CompanyIssuer’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company 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). If a Parent Entity has provided the information as required by the 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 Notes, 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 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 stand-alone basis, on the other hand. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors Issuer 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. (ic) 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 pursuant to this Section 4.03 is for informational purposes only, 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 CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). The Trustee shall have no duty to review or analyze reports delivered to it.

Reports. (a) Regardless Notwithstanding that the Company may not be required to remain subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will shall file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesset forth below: (1i) within 90 days after the end of each fiscal year, all quarterly and annual reports financial information that would be required to be contained in a filing an annual report on Form 10-K, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (2iii) within 5 days after the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form. (b) The Notwithstanding Section 4.2(a), the Company will shall not be deemed obligated to have furnished file such reports and information described above in Section 4.03(a) to with the Holders of Notes (and SEC if the Trustee shall be deemed to have delivered SEC does not permit such reports and 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) if , in each case at the Company’s expense and by the applicable date 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not would 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) file such information shall not be required pursuant 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, thenpreceding paragraph. In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 thatforegoing, for so long as any Notes remain are 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 shall furnish to the Holders of Notes and to securities analysts and prospective investorspurchasers 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 (ior any successor regulation). The requirements set forth in this Section 4.2(b) Delivery and in Section 4.2(a) may be satisfied by posting copies of reportssuch 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, information Holders and documents prospective purchasers of the Notes. The Trustee shall have no responsibility whatsoever to determine if such filings have been made. Reports by the Company or Subsidiary Guarantors delivered to the Trustee pursuant to this Section 4.03 is should be considered for informational purposes only, only and the Trustee’s receipt of such Trustee shall not constitute be deemed to have constructive notice of any information contained therein contained, or determinable from information contained thereincontained, in any reports referred to above, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). (c) If any of the Company’s Subsidiaries is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary for any fiscal year, on an annual basis within the time period specified in Section 4.2(a) for annual reports, the Company shall provide in the annual report for such fiscal year or in a report filed or furnished on Form 8-K (or posted, if applicable), financial information with respect to such Subsidiaries that are not Subsidiary Guarantors collectively consistent with the financial information included in the Offering Memorandum with respect to Subsidiaries that are not Subsidiary Guarantors. (d) In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations 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 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.

Reports. 11.1. The Sublicensee shall keep MPP regularly informed of the progress made by the Sublicensee under this Agreement. Within 10 Business Days following the end of each Agreement Quarter, the Sublicensee shall provide MPP with a written quarterly report, in a format to be indicated by MPP, on: A. all Products in its development pipeline and the status of each Product in development; B. all Products sold or supplied by the Sublicensee under this Agreement during such Agreement Quarter; and C. all regulatory activities regarding the Products worldwide in relation to that Agreement Quarter i.e. (a) Regardless of whether required by the rules regulatory filing status and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulationsplan for every Product worldwide, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) a list of the countries in which applications for Regulatory Approval have been filed and/or Regulatory Approvals have been obtained for any Product. 11.2. The Company will be deemed Parties agree to have furnished confer on a quarterly basis regarding such reports. MPP agrees that information contained in quarterly and other such reports shall be treated as Confidential Information. 11.3. At all times the Sublicensee shall keep, and shall require its affiliates and any Third Party manufacturers and Third Parties making sales on its behalf, to keep, complete and accurate records for a period of five (5) years of all quantities of Materials and Products manufactured, sold and/or supplied under the licences granted by this Agreement and such information described above of the type and in Section 4.03(a) to sufficient detail at MPP’s discretion. MPP shall each have the Holders of Notes right (and the Trustee Sublicensee shall be deemed to have delivered procure such reports and information to the Holders of Notes) if the Company has filed such reports right), through a certified public accountant or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as contemplated like person appointed 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, thenit, to examine such records in order to verify the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by Agreement during regular business hours during the term of this Section 4.03 (but without regard to the date on which such financial statement Agreement and for six months after its termination or report is so furnished)expiry; provided provided, however, 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.examination: (i) Delivery shall be at the expense of reportsthe person exercising such right (save where such examination reveals a breach of this Agreement by the Sublicensee, information in which case the Sublicensee shall pay for all costs incurred by MPP in carrying out the examination), (j) not take place more often than twice in any calendar year 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 cover such records for more than the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)preceding two calendar years.

Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules Trustees and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Noteswith: (1i) within 90 days after the end of each fiscal year, all quarterly and annual reports financial information that would be required to be contained in a filing an annual report on Form 10-K, Form 40-F or Form 20-F, or any successor or comparable form, filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsSEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to section and a report on the annual information only, a report thereon financial statements by the Company’s certified independent accountantsregistered public accounting firm; (ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q or Form 6-K, or any successor or 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) and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (2iii) within the later of 5 days and the applicable number of days specified in the SEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K K, or any successor or comparable form, if the Company were required to file such reports, in each case in a manner that complies in all material respects with the requirements specified in such form. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, thenIn addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 thatforegoing, for so long as any Notes remain are 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 shall furnish to the Holders of Notes and to Holders, securities analysts and prospective investorspurchasers 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 (i) Delivery of reports, information and documents or any successor regulation). The delivery to the Trustee 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 4.03 is for informational purposes only, 4.2(b) and the Trustee’s receipt 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 constitute be deemed to have constructive notice of any information contained therein contained, or determinable from information contained thereincontained, in any reports referred to above, including the Company’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is Trustees are entitled to rely exclusively on an Officers’ CertificateCertificates). 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 is not a Subsidiary Guarantor and such Subsidiaries, either individually or collectively, would constitute 10% of the Consolidated EBITDA of the Company and its Subsidiaries 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 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 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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Term Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will Borrower shall furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: Lenders (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Borrower 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 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 thereon by the Company’s Borrower's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Borrower were required to file such reports. (b) The Company will be deemed to have furnished , 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 Borrower shall file a copy of all such information and 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, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of time periods specified in the SEC) or, if 's rules and regulations (unless the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, a filing) and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) make 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 available to securities analysts and prospective investors, 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) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes Securities are outstanding, the Company will file with the SEC outstanding (unless the SEC will not accept such defeased in a filing) within the time periods specified in the SEC’s rules and regulationslegal defeasance), Level 3 Parent shall have its annual financial statements audited, and upon requestits interim financial statements reviewed, the Company will by a nationally recognized firm of independent accountants and shall furnish (without exhibits) to the Trustee for delivery to and the Holders of Notes: (1) Securities, all quarterly and annual reports financial 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 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 Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyLevel 3 Parent’s certified independent accountants; and (2) all current reports that would be required to be filed with accountant. Notwithstanding the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubtforegoing, (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 reports shall not be required to comply with Regulation G under the Exchange Act any segment reporting requirements (whether pursuant to generally accepted accounting principles or Item 10(e) of Regulation S-K X) in greater detail than is provided in the Offering Memorandum, (ii) such reports shall not be required to present beneficial ownership information and (iii) such reports shall not be required to provide guarantor/non-guarantor financial data. Any reports shall be provided within the time frames required by the Commission for companies required to file such reports. To the extent that Level 3 Parent does not file such information with respect the Commission, Level 3 Parent shall distribute such information and such reports (as well as the details regarding the conference call described below) electronically to the Trustee and by posting such information 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 which access will be given to (a) any Holder of the Securities, (b) to any nonbeneficial owner of the Securities, who provides its e-GAAP financial measures contained therein. 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) Except as provided above, all such reports will be prepared in all material respects in accordance with all 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 rules and regulations applicable to such reports. (e) If Exchange Act, Level 3 Parent shall also hold a quarterly conference call for the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either on the face Holders 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 its Unrestricted Subsidiaries. (f) Any and all Defaults or Events of Default arising from a failure Securities 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 Section 4.03) upon furnishing review such financial information as contemplated by this Section 4.03 (but without regard which, for the avoidance of doubt, access may be limited to those who have access to the date on which such financial statement or report is so furnishedpassword-protected website and have provided a confidentiality acknowledgement); provided . The conference call will not be later than five Business Days from the time 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 Level 3 Parent distributes 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 informationas set forth above. 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 For so long as any Notes of the Securities 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 Level 3 Parent shall furnish to the Holders of Notes the Securities and to securities analysts and any prospective investorsinvestor that certifies that it is a QIB, upon their 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 other than Level 3 Parent and its Subsidiaries, on the 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 any direct or indirect parent of Level 3 Parent has filed such reports with the Commission via the ▇▇▇▇▇ filing system (ior any successor thereto) and such reports are publicly available. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon requestthe Company will, within five Business Days after filing, or attempting to file, the Company will same with the Commission, (a) furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes: (1) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, including Section 3-10 of Regulation S-X, if the Company is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. The Company will at all times comply with TIA §314(a). (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 its Unrestricted Subsidiaries. (fb) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification 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 financial information report or certification as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes 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. (gc) 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 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(a)4.03, the Company Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the 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. (id) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. (a) Regardless 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 will file with furnish to the SEC (unless Holders of Notes or cause the SEC will not accept such a filing) Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s 's rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The . In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company will be deemed file a copy of all of the information and reports referred to have furnished such reports in clauses (1) and information described (2) 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, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system (or any successor filing system of time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) orand, if the SEC will not accept such a filing, will post the reports or information, if the Company has posted such reports or information, respectively, on its website, and website within those time periods. The Company will not take any action for the purpose of causing the SEC not to accept any such reports or information, respectively, are available to Holders of Notes through internet accessfilings. The Company will at all times comply with TIA Section 314(a). (c) 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, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above 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 '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 the Unrestricted SubsidiariesSubsidiaries of the Company. (fd) 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 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 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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Parent will file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of the Notes, within five Business Days of filing, or attempting to file, the same with the SEC: (1) all quarterly and annual reports 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 on Forms 10-Q and 10-K if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Parent were required to file such reports. The availability of the foregoing information or reports on the Commission’s website will be deemed to satisfy the foregoing delivery requirements. (b) The Company will be deemed to have furnished such reports Parent and information described above in Section 4.03(a) the Guarantors shall furnish 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system Beneficial Owners of the SEC) orNotes, if prospective purchasers of the SEC will not accept such reports or Notes and securities analysts, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessSecurities Act. (c) 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 Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above will 5.03 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 Discussion and Analysis of Financial Condition and Results of Operations, 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 its the 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 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. (id) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Subordinated Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: Subordinated Notes (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to " that describes the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if financial condition and results of operations of the Company were required to file such reports. and its consolidated Subsidiaries (b) The Company will be deemed to have furnished such reports and information described above showing 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will 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 its the Unrestricted SubsidiariesSubsidiaries of the Company ) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations. 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 shall 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. (fb) 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 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 For so long as any Subordinated 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 shall 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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with and the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company Guarantors will furnish (without exhibits) to the Trustee for delivery to and the Holders of Notes: the Notes (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company and the Guarantors were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s 's and the Guarantors' certified independent accountants; and , and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company and the Guarantors were required to file such reports. , in each case within the time periods specified in the SEC's rules and regulations (b) The Company will with the exception of the quarterly financial information that would be deemed required to have furnished such reports and information described above be contained 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, respectively, a filing with the SEC using on Form 10-Q for the ▇▇▇▇▇ filing system (three months ended March 31, 1998, which will be required to be furnished on or any successor filing system 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) or, if the Company 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 reports or information, if the Company has posted a filing) and make such reports or information, respectively, on its website, and such reports or information, respectively, are information available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 informationprospective investors upon request. 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 thatshall be deemed to have satisfied such requirements if GCL or New GCL files and provides reports, for 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 (S) 314(a). (b) For so long as any Series A Notes remain outstanding, if at any time they are not required to file with outstanding (and regardless of the SEC the reports required by Section 4.03(apenultimate sentence of paragraph (a) above), the Company and the Guarantors will shall 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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless Trustee and the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SECCommission’s rules and regulations, and upon request, the Company will furnish regulations (without exhibits) to the Trustee for delivery to the Holders of Notes:including all applicable extensions): (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountantsauditors; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. (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, respectivelyprovided, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) orhowever, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, that (i) in no event shall such information will not financial statements or reports be required to contain the separate financial information for Guarantors as contemplated by comply with (w) Rule 3-10 of Regulation S-X promulgated by the Commission (or any financial statements such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of unconsolidated subsidiaries doubt, Rules 13-01 or 50% or less owned Persons as contemplated 13-02 of Regulation S-X promulgated by the Commission), (x) Rule 3-09 of Regulation S-X (or any schedules required by such other rule or regulation that amends, supplements or replaces such Rule 3-09) or (y) Rule 3-16 of Regulation S-XX (or such other rule or regulation that amends, supplements or in each case any successor provisions, replaces such Rule 3-16) and (ii) in no event shall such information shall not financial statements or reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the Commission 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. (eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will 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 information sufficient to ascertain the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries, excluding in all respects the financial condition and results of operations of its Unrestricted Subsidiaries, to the extent such information has not been filed with the Commission. (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 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. (gc) 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 shall 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. (id) The Company shall be deemed to have furnished such reports to the Trustee and the Holders if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system and such reports are publicly available. (e) Notwithstanding anything herein to the contrary, the Company shall be deemed not to have failed to comply with any of its obligations hereunder for purposes of clause (v) under Section 6.01 until 120 days after the date any report hereunder is required to be made available to the Trustee and the Holders pursuant to this Section 4.03. (f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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 and the Guarantors’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty or responsibility to review such reports, information or documents or to determine whether or not such reports have been filed with the Commission.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon requestthe Parent will, within five Business Days after filing, or attempting to file, the Company will same with the Commission, (a) furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes: (1) all quarterly and annual reports 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 if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (e, including Section 3-10 of Regulation S-X, if the Parent is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If the Company Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenand such Unrestricted Subsidiaries, to the extent materialindividually or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) above 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 Parent and its Restricted Subsidiaries separate from excluding the financial condition and results of operations of its Unrestricted Subsidiaries. (fb) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 shall be deemed cured (and the Company Parent shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes 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. (gc) 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 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(a)4.03, the Company Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the 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. (id) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of 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 thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including each of the Company’s Issuers’ and the Guarantors’ compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ 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.

Reports. (a) Regardless DIMAC Holdings shall file with the Trustee copies of whether required the reports, information and other documents (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, the Company will prescribe) that DIMAC Holdings is required to file with the SEC (unless Commission pursuant to Section 13 or 15(d) of the SEC will Exchange Act, within 15 days after filing such reports, information and other documents with the Commission. If DIMAC Holdings is not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) subject to the requirements of Section 13 or 15(d) of the Exchange Act, DIMAC Holdings shall file with the Trustee for delivery to the Holders of Notes: (1) all quarterly such reports, information and annual reports that other documents as it would be required to be contained in file if it were subject to the requirements of Section 13 or 15(d) of the Exchange Act, within the period applicable to such report, information or other document pursuant to the Exchange Act. From and after the time DIMAC Holdings files a filing registration statement with the SEC on Forms 10-Q Commission with respect to the Notes, DIMAC Holdings shall file such information with the Commission; PROVIDED, that DIMAC Holdings shall not be in default of the provisions of this Section 4.3 for any failure to file reports with the Commission solely by refusal by the Commission to accept the same for filing. DIMAC Holdings shall deliver (or cause the Trustee to deliver) copies of all reports, information and 10-K if the Company were documents required to file be filed with the Trustee pursuant to this Section 4.3 to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. DIMAC Holdings shall also comply with the provisions of TIA Section 314(a). (b) If DIMAC Holdings is required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, DIMAC Holdings shall cause any annual, quarterly, current or other financial report furnished by it generally to its stockholders to be filed with the Trustee and mailed to the Holders by DIMAC Holdings at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after such formsreports are furnished to stockholders. If DIMAC Holdings is not required to furnish annual, quarterly or current reports to its stockholders pursuant to the Exchange Act, DIMAC Holdings shall cause the financial statements of DIMAC Holdings and its consolidated Subsidiaries, including any notes thereto (and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation), and a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect ," comparable to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that which would be have been required to appear in annual or quarterly reports filed under Section 13 or 15(d) of the Exchange Act to be so filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company will be deemed to have furnished such reports Trustee and information described above in Section 4.03(a) mailed to the Holders by DIMAC Holdings promptly, but in any event, within 105 days after the end 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system each of the SEC) or, if fiscal years of DIMAC Holdings and within 60 days after the SEC will not accept end of each of the first three quarters of each such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessfiscal year. (c) For the avoidance of doubt, (i) such information will not be So long as is required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X an offer 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 sale of the rules and regulations applicable Notes to such reports. (e) If qualify for an exemption under Rule 144A, DIMAC Holdings shall, upon request, provide the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 (1d)(4) of Section 4.03(a) hereof no later than ten Business Days after the distribution of such financial information. The Company shall be permitted thereunder to combine this conference call with any other conference call for other debt or equity holders or lenders. (h) The Company each Holder 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 each beneficial owner and the Guarantors will furnish to the Holders prospective purchaser 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 Actidentified by any Holder of Restricted Securities. (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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as the Securities of any Notes Series are outstanding, the Company Parent will file a copy of each of the 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 within the time periods (including all applicable extension periods) specified in the SEC rules and regulations applicable to such reports (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:): (1) all quarterly and annual financial reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s its certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Parent were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 . 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 Parent’s consolidated financial statements by Parent’s certified independent accountants. The Company will at all times comply with TIA §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). (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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. (gb) 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 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 4.03(a)4.02, 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. (ic) 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 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’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon request, the Company Parent will furnish (without exhibits) to the Trustee for delivery and, upon its request, to any of the Holders Holders, within five Business Days of Notesfiling, or attempting to file, the same with the Commission: (1) all quarterly and annual reports 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 if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and; (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports; and (3) unaudited quarterly and audited annual financial statements of the Company and its Subsidiaries. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 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 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (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 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. (gc) 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. (id) 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 pursuant to under this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. This Section 6.3 will replace Section 4.2 of the Base Indenture with respect to the Notes only. (a) Regardless of whether required by the rules and regulations of the SEC, so For as long as any the Notes are outstanding, the Company will file with the SEC Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual and quarterly reports and the information, documents and other reports (unless or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports with the SEC pursuant to either Section 13 or Section 15(d) of the Exchange Act, the Company will not accept such a filing) within file with the time periods specified in Trustee and the SEC, in accordance with any other rules and regulations that may be prescribed from time to time by the SEC, such annual and quarterly reports and supplementary and periodic information, documents and reports that may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time by the SEC in such rules and regulations. (b) In addition to the previous paragraph, for as long as the Notes are outstanding, if at any time the Company is not subject to Section 13 or Section 15(d) of the Exchange Act and the Company is not providing annual and quarterly reports and supplementary and periodic information, documents and reports to the SEC and the Trustee pursuant to Section 6.3(a) above, the Company will, at the Company’s option, either (i) post on a publicly available website or (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and audited annual reports financial statements and accompanying disclosure described in Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”) that would be required to be contained in a filing with the SEC annual reports on Forms 10-Q and Form 10-K if the Company were required to file such formsand quarterly reports on Form 10-Q, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andrespectively, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required subject to file Section 13(a) or Section 15(d) of the Exchange Act. If the Company elects to furnish such reportsreports via a Confidential Datasite, access to such Confidential Datasite will be provided promptly upon request to holders and beneficial owners of, and bona fide potential investors in, the notes as well as securities analysts and market makers and no such request for access to such Confidential Datasite will be unreasonably denied. (bc) The Company will be deemed to have furnished such reports 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 other documents filed by the Company has filed such reports or information, respectively, with the SEC using and publicly available via the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC a publicly available website will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 delivered to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights Trustee as of the Holders under time such filing is publicly available via ▇▇▇▇▇, such publicly available website or delivered via electronic mail to 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 Trustee. Delivery 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, 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 its compliance with any of its covenants hereunder under the Indenture or relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officers’ Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm on a continuing basis or otherwise the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC, a publicly available website or a Confidential Datasite under the Indenture. (d) In the event that any direct or indirect parent company of the Company provides a full and unconditional guarantee of the Notes, the Company may satisfy its obligations under this covenant to provide financial information of the Company by furnishing the equivalent financial information relating to such parent; provided that the Company is a consolidated subsidiary of such parent and such equivalent financial information is accompanied by consolidating financial information that explains in reasonable detail the differences between the information for such parent, on the one hand, and the information for the Company and its consolidated Subsidiaries, on the other hand.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filingfilings) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) Noteholders all quarterly and annual reports 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 if the Company were required (including pursuant to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon any extension authorized by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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 SEC, rule, regulation or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, thenexecutive order). In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 additionforegoing, the Company will hold and participate in annual conference calls with the furnish to 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 investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4). The Company will be deemed to have satisfied the requirements of the first paragraph of 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 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 Securities Act. Exchange Act with the SEC via ▇▇▇▇▇ (ior successor) filing system and such reports are publicly available, in each case provided that the same is accompanied by information describing the non-equity differences between the financial information relating to such Parent Entity and its Subsidiaries, on the one hand, and the financial 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 pursuant to this Section 4.03 is for informational purposes only, 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 compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports. The Trustee is not obligated to monitor or confirm, on a continuing basis or otherwise, any reports or other documents filed with the SEC or posted to any website or to participate in any conference calls.

Reports. (a) Regardless On or before the 10th of whether required by the rules and regulations of the SEC, so long as any Notes are outstandingeach month, the Company Servicer will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) provide to the Trustee for delivery to Owner or its designee a computer tape or electronically transmitted data file containing the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, data with respect to the annual Monthly Remittance Date as set forth below (or such other information only, a report thereon as may be agreed upon by the Company’s certified independent accountantsparties or as may be required by ▇▇▇▇▇▇ ▇▇▇ guides): (i) mortgage loan number; (ii) scheduled balance; (iii) actual balance; (iv) due date; (v) statement of remittances; (vi) statement of prepaid accounts; (vii) statement of curtailments; (viii) statement of current Prepayments in Full; (ix) upon request, statement of delinquents, and a detailed delinquency report on all Mortgage Loans more than 30 days delinquent; (x) upon request, foreclosure status (including bankruptcy); (xi) statement of loans added, if any; (xii) the amount of the aggregate remittance on such Monthly Remittance Date allocable to principal; (xiii) the amount of the aggregate remittance on such Monthly Remittance Date allocable to interest; and (xiv) the aggregate amount to be remitted to the Owner on such Monthly Remittance Date. The Servicer may submit the foregoing information in two (2) all current reports that would be required separate reports, one relating to be filed with the SEC on Form 8-K if the Company were required Mortgage Loans sold by WMBFA and one relating to file such reportsMortgage Loans sold by Washington Mutual Bank and/or Washington Mutual Bank fsb. (b) The Company will be deemed Upon reasonable advance notice in writing, the Servicer shall provide to have furnished such any Owner which is a savings and loan association, a bank, an insurance company or other regulated or supervised entity reports and access to information described above in Section 4.03(a) to and documentation regarding the Holders of Notes (Mortgage Loans and the Trustee transactions contemplated hereby sufficient to permit the Owner to comply with the applicable regulations of relevant regulatory or supervisory authorities with respect to its investment in the Mortgage Loans and Owner's internal and third-party audit requirements. Such obligation of the Servicer shall be deemed to have delivered such reports and information been satisfied to the Holders of Notes) if extent that substantially comparable information shall be provided to the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or Owner pursuant to any successor filing system requirements of the SEC) orInternal Revenue Code as from time to time are in force. The Servicer shall prepare and file any and all tax returns, if the SEC will not accept such reports information statements or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be other filings required to contain be delivered to any governmental taxing authority or to the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or Owner pursuant to 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 applicable law 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 (Mortgage Loans and the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as transactions 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) hereby. In addition, the Company will hold and participate in annual conference calls Servicer shall provide the Owner with such information concerning the Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers Mortgage Loans as is necessary for the Owner to discuss prepare its federal income tax return as the financial information required Owner may reasonably request from time 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 lenderstime. (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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuer shall electronically file with the SEC (unless Commission by the SEC will not accept such a filing) within the time periods respective dates specified in the SECCommission’s rules and regulationsregulations (the “Required Filing Date”), and upon requestunless, in any such case, such filings are not then permitted by the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesCommission: (1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports. ; If such filings with the Commission are not then permitted by the 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 (b) The Company will be deemed or, when the Notes are in the form of Global Securities, send pursuant to have furnished such reports and information described above in Section 4.03(athe applicable procedures of the Common Depositary) to the Holders of Notes (the Notes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee shall copies of the information or reports that the Issuer would be deemed required to have delivered such reports and information 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 reports, information and other documents required to be filed and furnished to Holders of Notes) if the Company has Notes pursuant to this Section 4.4 may, at the option of the Issuer, be filed such by and be those of the Parent Guarantor rather than the Issuer. The availability of the foregoing reports or information, respectively, with on the SEC using the Commission’s ▇▇▇▇▇ filing system service (or any successor filing system of the SECthereto) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 satisfy the Issuer’s delivery obligations 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, Trustee 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 Holders. Delivery 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 actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the 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 Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) within Holders of Notes, no later than fifteen days after the time periods specified in the SEC’s rules and regulationsregulations for a company subject to reporting under Section 13(a) or 15(d) of the Exchange Act (and, and upon request, during any period in which the both of the Company will furnish (without exhibits) and any Person of which the Company is a Subsidiary are not required to file reports with the Trustee for delivery SEC, within 15 days after the time periods specified in the SEC’s rules and regulations applicable to the Holders of Notes:filings made by a “large accelerated filer”): (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants; and; (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company ; provided, however, that no such report or information will be deemed required to have be so furnished if the Company determines in good faith that such reports and information described above in Section 4.03(a) event is not material to the Holders of Notes (or the business, assets, operations or financial condition of the Company and the Trustee shall be deemed to have delivered its Subsidiaries, taken as a whole. provided that such reports and information to the Holders of Notes) 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, referenced in clauses (i) such information will and (ii) above shall not be required to contain the separate financial information for Guarantors as contemplated any non-consolidated entity that would be required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act. (b) Whether 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 not required by Regulation S-Xthe SEC, or the Company will file a copy of all of the information and reports referred to in each case any successor provisions, Sections 4.03(a)(i) and (ii) such information shall not be required with the SEC for public availability no later than fifteen days after the time periods specified in the SEC’s rules and regulations for a company that is a “large accelerated filer” which is subject to comply with Regulation G reporting under Section 13(a) or 15(d) of the Exchange Act or Item 10(e(unless the SEC will not accept such a filing) of Regulation S-K with respect and make such information available to any non-GAAP financial measures contained therein. (d) Except as provided above, securities analysts and prospective investors upon request. The Company will make all such reports will be prepared in all material respects in accordance with all information available to the Trustee and the Holders of the rules and regulations applicable to Notes, in each case, by posting such reports. (e) If information on its website or Intralinks or any comparable password-protected online datasystem that will require a confidentiality acknowledgement. Notwithstanding the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenforegoing, to the extent material, the quarterly Company files the information and annual financial reports referred to Section 4.03(a)(i) and (ii) with the SEC and such information required by Section 4.03(a) above will include a reasonably detailed presentation, either is publicly available on the face of the financial statements or in the footnotes theretoInternet, 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 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 Company shall be deemed to be in compliance with this Section 4.03) upon furnishing its obligations to furnish 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 Holders of the Holders under Notes and to make such information available to securities analysts and prospective investors; provided, however, that the provisions of Article 6 hereof Trustee shall have no responsibility whatsoever to determine 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 filing has not been rescinded or cancelled prior to such cureoccurred. (gc) In addition, if any direct or indirect parent entity of the Company will hold (i) has no material liabilities 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 Guarantee of Indebtedness of the Company or equity holders or lenders. any of its Subsidiaries permitted by this Indenture (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 such Indebtedness appears on the SEC the reports required by Section 4.03(aconsolidated balance sheet of such parent entity and its Subsidiaries), (ii) has no material assets other than the Capital Stock of the Company and the Guarantors Capital Stock of any Subsidiary of such parent entity that is a direct or indirect parent company of the Company and that is the direct or indirect owner of 100.0% of the Equity Interests of the Company (and such other direct or indirect parent company of the Company has no material liabilities and no material assets other than Guarantees of Indebtedness of the Company or any of its Subsidiaries permitted by this Indenture (so long as such Indebtedness appears on the consolidated balance sheet of such parent and its Subsidiaries) and the Capital Stock of the Company or any such direct or indirect parent company) and (iii) such parent entity is a guarantor of the Notes, then the Indenture will permit the Company to satisfy its obligations under Sections 4.03(a), (b) and (c) with information regarding such parent entity as if such parent entity were substituted for the Company within such paragraphs. (d) To the extent not otherwise satisfied by the provisions of this Section 4.03, the Company shall furnish to the Holders of Notes and to Holders, securities analysts and prospective investors, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ie) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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’ CertificateOfficer’s Certificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon requestthe Parent will, within five Business Days after filing, or attempting to file, the Company will same with the Commission, (a) furnish (without exhibits) to the Trustee for delivery and, upon its prior request, to any of the Holders or Beneficial Owners of Notes and (b) post on its website or otherwise make available to prospective purchasers of the Notes: (1) all quarterly and annual reports 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 if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. (e, including Section 3-10 of Regulation S-X, if the Parent is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If the Company Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, thenand such Unrestricted Subsidiaries, to the extent materialindividually or taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) above 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 Parent and its Restricted Subsidiaries separate from excluding the financial condition and results of operations of its Unrestricted Subsidiaries. (fb) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any financial information a report or certification required by this Section 4.03 shall be deemed cured (and the Company Parent shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such financial information report or certification as contemplated by this Section 4.03 (but without regard to the date on which such financial statement report or report certification is so furnishedfurnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under the provisions of Article 6 hereof if the principal ofprincipal, premium, if any, on, and interest, if any, on, the Notes 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. (gc) 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 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(a)4.03, the Company Issuers and the Guarantors will furnish to the Holders and Beneficial Owners of the 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. (id) Delivery of 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 thereof shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including each of the Company’s Issuers’ and the Guarantors’ compliance with any of its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ 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.

Reports. (aWhether or not the Issuer is then subject to Section 13 or 15(d) Regardless of whether required by the rules and regulations of Exchange Act, the Issuer will file with the SEC, so long as any Notes Securities are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, (including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information onlyfinancial statements, a report thereon by the Company’s certified Issuer's independent accountants; and ), quarterly reports (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include including 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 ") and other periodic reports 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 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 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 Issuer would 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 pursuant to such Section 13 or 15(d) if the reports required by Section 4.03(a)Issuer were so subject, and such documents shall be filed with the Company and the Guarantors will furnish 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 Notes Securities, as their names and addresses appear in the Registrar's books, without cost to securities analysts such Holders and prospective investors(b) file with the Trustee, upon their requestcopies of the annual reports, quarterly reports and other periodic reports which the information Issuer would have been required to be delivered file with the SEC pursuant to Rule 144A(d)(4Section 13 or 15(d) under of the Securities Act. 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 (iS) 314(a). Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate' Certificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’s 's rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s 's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above will 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 its the Unrestricted SubsidiariesSubsidiaries of the Company. In addition, following the consummation of the Exchange Offer contemplated Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA (S) 314(a). (fb) 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 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 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) Regardless of whether required by the rules and regulations of the SECSince January 31, so long as any Notes are outstanding1994, the Company will file with the SEC Acquiror and its Subsidiaries have timely filed (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1i) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be Reports required to be filed with the SEC on Form 8-K if the Company were Commission and (ii) all other Reports required to file such reports.be filed with any other Governmental Authorities, including state securities (b) The Company 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 will be deemed to have furnished such reports been prepared in accordance with the published Regulations of the Commission and information described above in Section 4.03(aaccordance with GAAP consistently applied during the periods involved (except (A) to the Holders extent required by changes in GAAP and (B), with respect to SEC Reports of Notes the Acquiror filed prior to the date of this Agreement, as may be indicated in the notes thereto), and (ii) fairly present the consolidated financial position of the Acquiror and its Subsidiaries as of the respective dates thereof and the Trustee shall be deemed to have delivered such reports consolidated results of their operations and information to cash flows for the Holders periods indicated (including, in the case of Notes) if the Company has filed such reports or informationany unaudited interim financial statements, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system reasonable estimates of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, normal and such reports or information, respectively, are available to Holders of Notes through internet accessrecurring year-end adjustments). (c) For There exist no liabilities or obligations of the avoidance 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 doubtthe Acquiror (including the notes thereto) as of and for the period ended on the date of this representation and warranty, other than (i) such information will not be required to contain liabilities or obligations that are adequately reflected, reserved for or disclosed in the separate financial information for Guarantors as contemplated by Rule 3-10 Acquiror's Consolidated Financial Statements, (ii) liabilities or obligations incurred in the ordinary course of Regulation S-X or any financial statements business 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-Xthe Acquiror and its Subsidiaries since November 1, or in each case any successor provisions1997, and (iiiii) such information shall not be required to comply with Regulation G under liabilities or obligations the Exchange Act or Item 10(e) incurrence 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 prohibited 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)(4Subsection 6.2(b) under the Securities Acthereof. (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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Parent will file with furnish to the SEC (unless Trustee and Holders of the SEC will not accept such a filing) Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, rule of the Company will furnish (without exhibits) SEC with respect to the Trustee for delivery to the Holders of Notessuch filings: (1) all quarterly and annual reports 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 if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to ; provided that the Holders filing 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, respectively, foregoing with the SEC using for public availability on the SEC’s ▇▇▇▇▇ filing system (or any successor filing system of successor) shall be deemed to satisfy the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 Parent’s delivery obligation 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, to the extent material, the quarterly and annual foregoing. The financial information required by clause (1) of this Section 4.03(a) above shall 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 and its Subsidiaries on a standalone basis, on the other hand. At any time that any of the Company’s subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information required by this Section 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 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 the 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 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 Subsidiaries 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 Company. Delivery 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, 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 Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). (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) Regardless of whether 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 will file with the SEC has filed (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1i) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be Reports required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 provisionsCommission, and (ii) such information shall not be all Reports required to comply be filed with Regulation G under any other Governmental Authorities. Such SEC Reports and other Reports, including all those filed after the Exchange Act or Item 10(edate of this Agreement and prior to the Closing Date, (a) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (d) Except as provided above, all such reports will be were prepared in all material respects in accordance with all the requirements of applicable Law (including, with respect to the SEC Reports of the rules Company, the Securities Act and regulations applicable the Exchange Act, as the case may be) and (b) 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 such reportsstate a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (eb) 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 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 in accordance with GAAP (except (A) to the extent materialrequired by changes in GAAP and (B), with respect to the SEC Reports of the Company filed prior to the date of this Agreement, as may be indicated in the notes thereto) and (ii) fairly present, or will fairly present, as the case may be, the quarterly and annual consolidated financial information required by Section 4.03(a) above 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 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 of its Unrestricted Subsidiaries. and cash flows for the periods indicated (f) Any and all Defaults or Events of Default arising from a failure to furnish subject to, 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 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 case of any information contained therein or determinable from information contained thereinunaudited interim financial statements, including the Company’s compliance with any reasonable estimates of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificatenormal and recurring year-end adjustments).

Reports. (a) Regardless ICP has heretofore made available to UTCSub true and complete copies of whether required by (i) ICP's Annual Report on Form 10-K or 20-F, as the rules and regulations case may be, for each of the SECfiscal years ended December 31, so long as any Notes are outstanding1996, the Company will file with the SEC 1997, 1998, Information Circular relating to ICP's 1999 annual meeting of shareholders and related 1998 Annual Report to shareholders and (unless the SEC will not accept such a filingii) within the time periods specified all prospectuses or other offering documents used by ICP in the SEC’s offering of its securities or filed with Securities Authorities since January 1, 1998, and (iii) ICP's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1999. As of their respective dates, such forms, statements, prospectuses and other offering documents (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and complied in all material respects with all applicable requirements of law and related rules and regulations. The audited financial statements and unaudited interim financial statements of ICP and its consolidated subsidiaries publicly issued by ICP, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained or included or incorporated by reference in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including statements, prospectuses and other offering documents were prepared in accordance with generally accepted accounting principles in Canada applied on a “Management’s Discussion consistent basis (except (i) as otherwise indicated in such financial statements and Analysis the notes thereto or, in the case of Financial Condition and Results audited statements, in the related report of Operations” andICP's independent accountants or (ii) in the case of unaudited interim financial statements, with respect to the annual information onlyextent they may not include footnotes or may be condensed or summary statements; provided, however, that were such unaudited interim financial statements to include footnotes or not be condensed, the financial results indicated therein would not be materially different), and fairly present the consolidated financial position, results of operations and changes in financial position of ICP and its consolidated subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments except for such adjustments necessary for a report thereon by fair statement of the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with results for the SEC on Form 8-K if the Company were required to file such reportsinterim periods presented). (b) The Company ICP will be deemed deliver to have furnished UTCSub as soon as they become available true and complete copies of any report or statement filed by it with Securities Authorities subsequent to the date hereof. As of their respective dates, such reports and statements (excluding any information described above therein provided by UTCSub specifically for inclusion therein, as to which ICP makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in Section 4.03(a) light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law and related rules and regulations. The consolidated financial statements of ICP issued thereby or to the Holders of Notes (and the Trustee shall be deemed to have delivered included in such reports and statements (excluding any information therein provided by UTCSub specifically for inclusion therein, as to the Holders of Noteswhich ICP makes no representation) 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 generally accepted accounting principles in Canada applied on a consistent basis (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the rules and regulations applicable to such reports. related report of ICP's independent accounts or (eii) If in the Company has designated any case of its Subsidiaries as Unrestricted Subsidiaries, thenunaudited interim financial statements, to the extent materialthey may not include footnotes or may be condensed or summary statements; provided, however, that were such unaudited interim financial statements to include footnotes or not be condensed, the quarterly financial results indicated therein would not be materially different) and annual will present fairly the consolidated financial information required by Section 4.03(a) above will include a reasonably detailed presentationposition, 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 and changes in financial position of ICP as of the Company dates thereof and its Restricted Subsidiaries separate from for the periods indicated therein (subject, in the case of any unaudited interim financial condition and results of operations of its Unrestricted Subsidiaries. (f) Any and all Defaults or Events of Default arising from statements, to normal year-end audit adjustments except for such adjustments necessary for 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 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 fair statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under results for 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’ Certificateinterim periods presented).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: Notes (1i) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports financial information that would be required to be included in a Form 8-K filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The . In addition, whether or not required by the rules and regulations of the SEC, the Company will be deemed to have furnished file a copy of all such information and 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, respectively, with the SEC using the ▇▇▇▇▇ filing system for public availability (or any successor filing system of the SEC) or, if unless the SEC will not accept such reports a filing) and make such information available to investors who request it in writing. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty to review such documents for purposes of determining compliance with any provisions of this Indenture. (b) So long as is required for an offer or informationsale of the Notes to qualify for an exemption under Rule 144A, if the Company has posted such reports or information(and the Restricted Subsidiaries) shall, respectivelyupon request, on its website, provide the information required by clause (d)(4) thereunder to each Holder and such reports or information, respectively, are available to Holders each beneficial owner and prospective purchaser of Notes through internet accessidentified by any Holder of Restricted Securities. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 Delivery 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, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate' Certificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file furnish to the Holders within 15 days after the date on which it would have been required to make filings with the SEC (unless the SEC will not accept such a filing) within the time periods specified in without regard to any extension that may be permitted by the SEC’s rules and regulations, and upon request, the Company will furnish ) (without exhibits) to the Trustee for delivery to the Holders of Notes: (1i) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor form) if the Company were required to file such formsForms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” ," and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The . In addition, whether or not required by the rules and regulations of the SEC, the Company will be deemed to have furnished file a copy of all such information and 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, respectively, with the SEC using for public availability for so long as any Notes are outstanding; provided, however, that the ▇▇▇▇▇ filing system Company will not be obligated to file such information or reports if the SEC does not permit or accept such filings. All such reports shall be filed with the SEC (or any successor filing system of the SEC) or, if unless the SEC will not accept such reports or information, if a filing) and furnished to the Company has posted Holders within the time for filing such reports or information, respectively, on its website, and such reports or information, respectively, are available with the SEC pursuant to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 its Unrestricted Subsidiaries. SEC (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 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 any rules or regulations permitting extensions of time to file such financial statement or report is so furnishedreports); 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 agrees that, for so long as any at least $20,000,000 in aggregate principal amount of 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 it will furnish to the Holders and to beneficial holders of Notes and to securities analysts and prospective investorspurchasers of Notes designated by the Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(A)(d)(4) under the Securities Act. (i) Delivery . Upon qualification of reportsthe Indenture under the TIA, information and documents to the Trustee pursuant to this Company shall also comply with TIA 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’ Certificate314(a).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with furnish the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulationsTrustee, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notesthe Notes upon their written request therefor: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, 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 SEC 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) The 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 be deemed to have furnished file a copy of all such information and 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, respectively, with the SEC using Commission for public availability within the ▇▇▇▇▇ filing system time periods specified in the Commission’s rules and regulations (or any successor filing system of unless the SEC) or, if the SEC Commission will not accept such reports or information, if the Company has posted a filing) and make such reports or information, respectively, on its website, and such reports or information, respectively, are information available to Holders of Notes through internet access. (c) 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, securities analysts 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 Company shall be deemed to be in compliance with this Section 4.03) prospective investors 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) request. 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 has agreed 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 it 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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to Holders, or cause the Trustee to furnish to the Holders, or file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee Commission for delivery to the Holders of Notes: (1) public availability all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to auditors, which financial information shall be filed with within 15 days after the SEC on Form 8-K if the Company were required to file such reports. (b) The Company will be deemed to have furnished time period for such reports specified in the Commission’s rules 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 informationregulations, respectivelyincluding any grace period provided therefor; provided, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) orhowever, that, if the SEC will last day of any such time period is not accept such reports or informationa Business Day, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain due on 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) next succeeding Business Day. All 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 of the Commission applicable to such reportsinformation. (eb) 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, thenwould not be a Significant Subsidiary), to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 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 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 its the Unrestricted Subsidiaries. (fc) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this This Section 4.03 shall be deemed cured (will not impose any duty on the Company under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the 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 related Commission rules that such cure shall would 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 curebe applicable. (gd) 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 For so long as any of the Notes remain outstanding, if at any time they are outstanding and constitute “restricted securities” under Rule 144 and the Company is not required subject to file with Section 13 or 15(d) of the SEC the reports required by Section 4.03(a)Exchange Act, the Company and the Guarantors will furnish to the Holders of the 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. (ie) Delivery of reports, information and documents The Company will be deemed to have furnished to the Trustee pursuant Holders and to prospective investors the information referred to in paragraph (a) of this Section 4.03 is for informational 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 onlyof this Indenture, and 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’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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulationsregulations applicable to a non-accelerated filer, after giving effect to all applicable extensions and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notescure periods: (1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information report only, a report thereon on the Company’s consolidated financial statements by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) . The Company will be deemed to have furnished such availability of the foregoing reports and information described above in Section 4.03(a) to on 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, respectively, with the SEC using the SEC’s ▇▇▇▇▇ filing system (or any successor filing system of will be deemed to satisfy the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessforegoing delivery requirements. (c) 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. (eb) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, thenif taken together as one Subsidiary, to would constitute a Significant Subsidiary of the extent materialCompany, then the annual and quarterly and annual financial information required by Section 4.03(a4.03(a)(1) above will 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 its such Unrestricted Subsidiaries. (fc) 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 Section 4.03covenant) upon furnishing such financial information as contemplated by this Section 4.03 covenant (but without regard to the date on which such financial statement information 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 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. (gd) In addition, the The Company will hold and participate in annual conference calls with the Holders of the Notes, Beneficial Holders Owners of the Notes, bona fide prospective investors, securities analysts and market makers with respect to discuss the financial information required to be furnished pursuant to clause (1Section 4.03(a)(1) of Section 4.03(a) hereof no later than ten Business Days after the 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. (he) The Company and the Guarantors agree that, for so So long as any Notes remain are outstanding, if at any time they the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are not required given access (which may be password protected) and to file with the SEC which all of the reports required by this Section 4.03(a4.03 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 and the Guarantors will shall furnish to the Holders and Beneficial Owners of Notes and to securities analysts and the Notes, prospective investors, broker-dealers and securities analysts, upon their request, the 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. (ig) Delivery of 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 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 an Officers’ CertificateOfficer’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) Regardless of whether Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company Issuer will file with furnish to the SEC (unless Trustee and the SEC will not accept such a filing) holders of Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1A) all quarterly and annual reports that would be required to be contained in a filing with of the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports Issuer that would be required to be filed with the SEC on Form 8-K 20‑F if the Company Issuer were required to file such reports.; and (bB) The Company will all quarterly and current reports of the Issuer that would be deemed required to have be 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, on Form 6‑K if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be Issuer were 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) furnish 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 reports. 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 . Each annual report on Form 20‑F will include a report on the Company has designated any of its Subsidiaries as Unrestricted SubsidiariesIssuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. To the extent such filings are made with the SEC, then, the reports will be deemed to have been furnished to the extent materialTrustee and holders of Notes. The Issuer agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 financial information required by Section 4.03(a) above will include a reasonably detailed presentationreports on its website, either on the face of the financial statements hold (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 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 Company shall be deemed cause to be held) a quarterly conference call to discuss the information contained in compliance with this Section 4.03such reports and (iii) upon furnishing such financial information as contemplated by this Section 4.03 no fewer than two (but without regard 2) Business Days prior 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 conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a news release to appropriate wire services announcing the provisions time and date of Article 6 hereof if such conference call and either including all information necessary to access the principal call or directing the holders or beneficial owners of, premium, if any, on, and interest, if any, onprospective investors in, 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 contact an individual at the financial Issuer (for whom contact 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 provided in such news release) to combine this obtain the information on how to access such conference call with any other conference call for other debt or equity holders or lenderscall. (hb) The Company and In addition, the Guarantors agree Issuer agrees that, for so long as any Notes remain outstanding, if at any time they are it is not required to file with the SEC the reports required by Section 4.03(a)the preceding paragraphs with the SEC, the Company and the Guarantors it will furnish to the Holders of Notes 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 U.S. 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) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company Parent Guarantor will furnish (without exhibits) to Holders of Notes or cause the Trustee for delivery to furnish to the Holders of NotesNotes or file with the Commission for public availability: (1) all quarterly and annual reports financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company Parent Guarantor were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the CompanyParent Guarantor’s certified independent accountantsauditors, 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 (2) 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 if the Company Parent Guarantor were required to file such reports. ; provided, however, that, in the case of clause (b1) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes or (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or2), if the SEC will last day of any such time period is not accept such reports or informationa Business Day, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain due on 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) next succeeding Business Day. All 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 of the Commission applicable to such reportsinformation. (eb) 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, thenare “minor” within the meaning of Rule 3-10 of Regulation S-X, to the extent materialsubstituting 5% for 3% where applicable), then the quarterly and annual financial information required by Section 4.03(aclause (a) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and or in Management’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 its the Unrestricted SubsidiariesSubsidiaries of the Parent Guarantor. (fc) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this This Section 4.03 shall be deemed cured (will not impose any duty on the Company or the Parent Guarantor under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the 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 related Commission rules that such cure shall would 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 curebe applicable. (gd) 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 For so long as any of the Notes remain outstanding, if at any time they are outstanding and constitute “restricted securities” under Rule 144 and the Parent Guarantor is not required subject to file with Section 13 or 15(d) of the SEC the reports required by Section 4.03(a)Exchange Act, the Company and the Guarantors Parent Guarantor will furnish to the Holders of the 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. (ie) 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 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’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with furnish to the SEC (unless Holders of Notes and the SEC will not accept such a filing) Trustee, within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual 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 Q) if the Company were required to file such formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 6-K (or Form 8-K K) if the Company were required to file such reports. (b) The Company will be deemed . Notwithstanding the foregoing, the requirement to have furnished such furnish current, quarterly and annual 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For will be deemed satisfied prior to the avoidance commencement of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as Exchange Offer or the effectiveness of a Shelf Registration Statement contemplated by Rule 3-10 of Regulation S-X 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 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 provisionsamendments thereto, and (ii) such information shall not be required to comply filed 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 SEC within the time periods contemplated above, all . 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 Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no 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. (eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 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 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (fc) 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 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 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(a)4.03, the Company Issuer 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) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer will file with furnish to the SEC (unless Holders of Notes or cause the SEC will not accept such a filing) Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish regulations for non-accelerated filers (without exhibits) to the Trustee for delivery to the Holders of Notes:including any applicable extensions thereto): (1a) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuer were required to file such reports. (b) The Company will be deemed to have furnished such ; provided that the electronic filing of the foregoing reports and information described above in Section 4.03(a) to by the Holders of Notes (and Issuer on 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, respectively, with the SEC using the SEC’s ▇▇▇▇▇ filing system (or any successor filing system system) or the public posting of the SEC) or, if foregoing reports on the SEC will not accept such reports or information, if Issuer’s website shall be deemed to satisfy the Company has posted such reports or information, respectively, on its website, Issuer’s delivery obligations to the Trustee and such reports or information, respectively, are available to Holders any Holder of Notes through internet access. (c) 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 Notes. All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SEC applicable to such reports. (e) If the Company has designated . If, at any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent materialtime, the quarterly and annual Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information required by Section 4.03(areferred to in clause (a) above to discuss the information contained in such report. The Issuer will include a reasonably detailed presentation, either on take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the face Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery 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 its Unrestricted Subsidiaries. pursuant to clause (fa) 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 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) above. 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 Issuer agrees that, for so long as any Notes remain outstanding, if at any time they are it is not required to file with the SEC the reports required by Section 4.03(a)the preceding paragraphs, the Company and the Guarantors it 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 for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. (i) Delivery of reports. Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above may be those of any Parent Entity rather than those of the Issuer; provided that, to the Trustee pursuant extent that the financial statements of the Parent Entity would differ materially from those of the Issuer, such financial statements shall be accompanied by consolidated financial information that explains in reasonable detail the difference between the information relating to the Parent Entity, on the one hand, and the information relating to the Issuer and its Subsidiaries on a standalone basis, on the other hand. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is for informational purposes onlysubsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and the Trustee’s receipt of such any Default with respect thereto 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 be deemed to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)have been cured.

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of the Notes, or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (unless or any successor system): (1) within 120 days after the end of each fiscal year, all annual financial information and certifications that would be required to be contained in a filing with the SEC will not accept on Form 20-F or 40-F, as applicable, if the Company were required to file such Form, including a filing“Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Company’s independent accounting firm; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all interim quarterly financial information that would be required to be contained in quarterly reports under Alberta Securities Laws if the Company were a “reporting issuer” or the equivalent under such laws or that would be required to be provided to security holders of a company with securities listed on the Toronto Stock Exchange, in each case including a “Management’s discussion and analysis of financial condition and results of operations”; and (3) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 86-K if the Company were required to file such these reports. (b) The . Following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company will be deemed file a copy of all of the information and reports referred to have furnished such reports in clauses (1), (2) and information described (3) 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, respectively, with the SEC using for public availability within the ▇▇▇▇▇ filing system time periods specified, with respect to the information and reports in clauses (or any successor filing system of 1) and (3) above, in the SEC’s rules and regulations and, with respect to the information and reports in clause (2) orabove, if within the time periods applicable to a reporting issuer (other than a venture issuer) under Alberta Securities Laws (unless the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, filing) and such reports or information, respectively, are make the information available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 informationprospective investors upon request. 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 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 Issuers shall 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. . Notwithstanding anything to the contrary, the Issuers will be deemed to have complied with their obligations in the preceding two paragraphs following the filing of the Exchange Offer Registration Statement and prior to the effectiveness thereof if the Exchange Offer Registration Statement includes the information specified in clause (i1) above at the times it would otherwise be required to file such Forms. The reports referred to in clauses (1), (2) and (3) above shall not in any event be required to include, unless required by the rules and regulations of the SEC in reports actually filed with or furnished to the SEC, (1) any additional financial information that would be required by Items 3-10 or 3-16 of Regulation S-X, including separate financial statements of any Guarantor; (2) any assessment by management of the Company’s disclosure controls and procedures or internal control over financial reporting, or any audit or review of, or attestation relating to, such an assessment; (3) any certification required by any such form or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; or (4) any exhibit. The Issuers shall file with the Trustee (within 15 days after filing with the SEC in the case of reports, information and documents which pursuant to the TIA must be filed with the SEC and furnished to the Trustee) and transmit to the Holders, such reports, information and other documents, if any, at such times and in such manner, as shall be required by the TIA. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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’ CertificateOfficer’s Certificates).

Reports. Veeco has furnished to the Company a true and complete copy of each statement, report, registration statement (awith the prospectus in the form filed pursuant to Rule 424(b) Regardless of whether the Securities Act), definitive proxy statement and other filings filed with the SEC by Veeco since January 1, 1996, and, prior to the Effective Time, Veeco will have furnished the Company with true and complete copies of any additional statements, reports and documents filed with the SEC by Veeco prior to the Effective Time (collectively, the "VEECO SEC DOCUMENTS"). All documents required to be filed as exhibits to the Veeco SEC Documents have been so filed. All Veeco SEC Documents were filed as and when required by the Exchange Act or the Securities Act, as applicable. The Veeco SEC Documents include all statements, reports and documents required to be filed by Veeco pursuant to the Exchange Act and the Securities Act. As of their respective filing dates, the Veeco SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as applicable, and none of the Veeco SEC Documents 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 light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed Veeco SEC Document. None of Veeco's subsidiaries is required to file any statements, reports or documents with the SEC. The financial statements of Veeco and its subsidiaries, including the notes thereto, included in the Veeco SEC Documents (the "VEECO FINANCIAL STATEMENTS"), complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Veeco Financial Statements fairly present the consolidated financial condition, operating results and cash flows of Veeco and its subsidiaries at the dates and during the periods indicated therein in accordance with GAAP consistently applied (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and additional footnote disclosures). There has been no material change in Veeco's accounting policies except as described in the notes to the Veeco Financial Statements. At all times since January 1, 1996 Veeco has (i) filed as and when due all documents required to be filed with NASDAQ, and (ii) otherwise timely performed all of Veeco's obligations pursuant to the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsNASDAQ. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, Parent will furnish to the Company will file with the SEC (unless the SEC will not accept such a filing) Trustee, within the time periods specified in the SEC’s rules and regulations, regulations that would apply to Parent if it were subject to those rules and upon request, the Company will furnish regulations (without exhibits) to the Trustee for delivery to the Holders of Notes:whether or not Parent is actually so subject): (1) all quarterly and annual reports of Parent containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if Parent had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including (A) “Management’s discussion and analysis of financial condition and results of operations” and (B) audited financial statements prepared in accordance with GAAP; (2) quarterly reports of Parent containing substantially all of the information that would have been required to be contained in a filing with the SEC Quarterly Report on Forms Form 10-Q and 10-K under the Exchange Act if Parent had been a reporting company under the Company were required Exchange Act (but only to file such formsthe extent similar information is included in the Offering Memorandum), including a (A) “Management’s Discussion discussion and Analysis analysis of Financial Condition financial condition and Results results of Operationsoperations” and, and (B) the unaudited quarterly financial statements prepared in accordance with respect GAAP and reviewed pursuant to the annual information only, a report thereon by the Company’s certified independent accountantsStatement on Auditing Standards No. 100 (or any successor provision); and (23) all current reports containing substantially all of the information that would be have been required to be filed with the SEC contained in a Current Report on Form 8-K under the Exchange Act if Parent had been a reporting company under the Company were Exchange Act; provided, however, that no such current report will be required to file be furnished if (A) Parent determines in its good faith judgment that such reports. (b) The Company will be deemed event is not material to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes or the business, assets, operations, financial positions or prospects of Parent and its Restricted Subsidiaries, taken as a whole or (and B) a failure to furnish such current report would not result in Parent losing its Form S-3 filing eligibility. Notwithstanding the Trustee shall foregoing, in no event will Parent be deemed required by this Section 4.03 to have delivered such reports and information to the Holders (i) comply with Section 302 or Section 404 of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ filing system (Act of 2002, or any successor filing system related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) or, if the SEC will not accept such reports of Regulation S-K (with respect to any non-GAAP financial measures contained therein) or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubtRegulation G, (iii) such information will not be required to contain include the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC or (iii) provide any financial statements additional information in respect 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) 402 of Regulation S-K beyond information of the type included in the Offering Memorandum. Parent’s reporting obligations under the first paragraph of subparagraph (a) of this Section 4.03 will be satisfied if Parent timely files such reports with respect to any non-GAAP financial measures contained thereinthe SEC on ▇▇▇▇▇. (db) 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 Within 10 Business Days after any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information Appraisal is required by Section 4.03(a) above 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 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 Company shall be deemed to be in compliance with this delivered pursuant to 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 addition4.19 hereof, the Company will hold furnish to the Trustee a summary of each such Appraisal (which summary will be made publicly available) and participate in annual conference calls with will post the complete Appraisal on a private, restricted website to which Holders of Notes, Beneficial Holders of Notes, bona fide prospective investors, broker-dealers and securities analysts and market makers are given access, subject to discuss such individuals agreeing to confidentiality obligations reasonably acceptable to 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 lenderssecurities law purposes. (hc) The Company and the Guarantors agree that, for so So long as any Notes remain are outstanding, if at any time they are Parent is not required to file with the SEC the reports required by the preceding subparagraph (a) of this Section 4.03(a)4.03, Parent will also: (1) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the first public disclosure of the reports required by the preceding subparagraphs (a) and (b) of this Section 4.03 announcing the date on which such reports will become publicly available and directing Holders of Notes, prospective investors, broker-dealers and securities analysts to contact the investor relations office of Parent to obtain copies of such reports; and (2) maintain a website to which Holders of Notes, prospective investors, broker-dealers and securities analysts are given access and to which all of the reports and press releases required by this Section 4.03 are posted. (d) The Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and Notes, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct so long as the Notes constitute “restricted securities” under Rule 144. (ie) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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 compliance by the Company’s compliance Company or any Guarantor with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates).

Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless Trustee and the SEC will not accept Holders of Notes within 15 Business Days after filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q 10‑Q and 10-K 10‑K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company ; 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 have furnished a secure internet portal, the Company will separately electronically deliver such reports and information described above in Section 4.03(a) to the Holders of Notes (and Trustee). If a Parent Entity has provided the Trustee information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have delivered satisfied such reports requirements; provided the Parent Entity provides to the Trustee and information to the Holders of Notes) 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain the separate unaudited supplemental 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 substantially similar to that included in each case any successor provisions, and (ii) such the Offering Memorandum that explains in reasonable detail the differences between the 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 relating to such reports. (e) If the Company has designated Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will 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 of its Unrestricted Subsidiariesother hand. (fb) 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 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 For so long as any of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors will shall furnish to the Holders of the 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. (ic) 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 pursuant to this Section 4.03 is for informational purposes only, 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 an Officers’ CertificateOfficer’s Certificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, post on the Company will Website and furnish (without exhibits) to the Trustee for delivery to any of the Holders and Beneficial Owners of NotesNotes (by hard copy or internet access), in each case, within five Business Days of the date such filing would otherwise be required to be made with the Commission: (1i) all quarterly and annual reports financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such formsForms, including a “Management’s Discussion 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 thereon on the annual financial statements that would be required to be contained in a Form 10-K by the Company’s certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, thenwould not be a Significant Subsidiary), to the extent material, then the quarterly and annual financial information required by Section 4.03(a4.03(a)(i) above will 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 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (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 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. (ic) Delivery of reports, information and documents to the Trustee pursuant to under this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such the foregoing shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). 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. 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) Regardless of whether 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 will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) the payments due 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its websiteBroadcaster hereunder, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 CompanyOperator’s compliance with any of its covenants hereunder (anti-piracy obligations as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)set out in this Agreement.

Reports. (a) Regardless of whether Whether or not required by the Commission’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company will furnish to the Trustee, within 30 days after a large accelerated filer would be required to file such reports with the SEC (unless Commission under the SEC will not accept such a filing) within the time periods specified in the SECCommission’s then existing rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports of the Company containing substantially all of the 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 under the Exchange Act if the Company were required to file such formshad been a reporting company under the Exchange Act, including a (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, and (B) audited financial statements prepared in accordance with respect GAAP as in effect from time to the annual information only, a report thereon by the Company’s certified independent accountants; andtime; (2) quarterly reports of the Company containing substantially all current reports of the information that would be have been required to be filed with the SEC contained in a Quarterly Report on Form 810-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 Q 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 if the Company has designated any of its Subsidiaries as Unrestricted Subsidiarieshad been a reporting company under the Exchange Act, then, to the extent material, the quarterly and annual financial information required by Section 4.03(aincluding (A) above 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, ” and (B) 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 (or any successor provision); and (3) current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations, financial condition and results of operations positions or prospects of the Company and its Restricted Subsidiaries separate from Subsidiaries, taken as a whole. Notwithstanding 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 foregoing, in a timely manner any financial information no event will the Company be required by this Indenture to (A) comply with Section 4.03 shall be deemed cured 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Commission, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and Regulation G, (B) include the Company shall be deemed to be in compliance with this Section 4.03) upon furnishing such separate financial information as for Guarantors or other entities contemplated by this Section 4.03 Rule 3-10 and/or 3-16 of Regulation S-X promulgated by the Commission or (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 C) provide any additional information in respect of Item 402 of Regulation S-K beyond information of the Holders under type included in 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 Offering Memorandum. The Company’s reporting obligations with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior respect 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 clauses (1) of Section 4.03(athrough (3) hereof no later than ten Business Days after above will be satisfied in the distribution of event it timely files such financial informationreports with the Commission on ▇▇▇▇▇ and such reports are publicly available. 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 So long as any Notes remain are outstanding, if at any time they are the Company is not required to file filing with the SEC Commission the reports required by the preceding paragraphs of this Section 4.03(a)4.03, the Company will also maintain a website to which Holders, prospective investors, broker-dealers and securities analysts are given access and to which all of the Guarantors will reports and press releases required by this Section 4.03 are posted. In addition, if at any time the Company is not filing with the Commission the reports required by this Section 4.03, the Company shall furnish to the Holders of Notes and to securities analysts and Holders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (i) Act so long as the Notes constitute “restricted securities” under Rule 144. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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 an Officers’ CertificateCertificates with respect thereto).

Reports. (a) Regardless Whether or not the Company is subject to the reporting requirements of whether required by the rules and regulations Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will file with provide the SEC (unless Trustee and the SEC will not accept Holders of Notes within 15 Business Days after filing, or in the event no such a filing) filing is required, within 15 Business Days after the end of the time periods specified in those sections and any extension period granted under section 12b-25 of the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesExchange Act with: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q 10‑Q and 10-K 10‑K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report thereon by the Company’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The Company ; 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 have furnished a secure internet portal, the Company will separately electronically deliver such reports and information described above in Section 4.03(a) to the Holders of Notes (and Trustee). If a Parent Entity has provided the Trustee information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have delivered satisfied such reports requirements; provided the Parent Entity provides to the Trustee and information to the Holders of Notes) 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, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information will not be required to contain the separate unaudited supplemental 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 substantially similar to that included in each case any successor provisions, and (ii) such the Offering Memorandum that explains in reasonable detail the differences between the 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 relating to such reports. (e) If the Company has designated Parent Entity and any of its Subsidiaries as Unrestricted other than the Company and its Restricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will 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 of its Unrestricted Subsidiariesother hand. (fb) 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 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 For so long as any of the Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a)outstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors will shall furnish to the Holders of the 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. (ic) 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 pursuant to this Section 4.03 is for informational purposes only, 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 an Officers’ CertificateOfficer’s Certificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuer shall electronically file with the SEC (unless Commission by the SEC will not accept such a filing) within the time periods respective dates specified in the SECCommission’s rules and regulationsregulations (the “Required Filing Date”), and upon requestunless, in any such case, such filings are not then permitted by the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of NotesCommission: (1a) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyIssuer’s certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Issuer were required to file such reports. (b) The Company will be deemed to have furnished ; If 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, respectively, filings with the SEC using Commission are not then permitted by the ▇▇▇▇▇ filing system (Commission, or any successor filing system such filings are not generally available on the Internet free of charge, the SEC) orIssuer shall, if the SEC will not accept such reports or informationwithin 15 days of each Required Filing Date, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available transmit by mail to Holders of Notes through internet access. (c) For the avoidance Notes, as their names and addresses appear in the Note register, without cost to such Holders of doubtthe Notes, (i) such and file with the Trustee copies of the information will not or reports that the Issuer would be required to contain file with the separate financial information for Guarantors Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as contemplated by Rule the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (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-Xsuccessor provision), or in each case any successor provisionsthe reports, information and (ii) such information shall not be other documents required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect be filed and furnished 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 Holders of the rules Notes pursuant to this Section 4.4 may, at the option of the Issuer, be filed by and regulations applicable to such reports. (e) If be those of the Company has designated any Parent Guarantor rather than the Issuer. The availability of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above will include a reasonably detailed presentation, either foregoing reports on the face of the financial statements Commission’s E▇▇▇▇ service (or in the footnotes successor 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 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 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 satisfy the Issuer’s delivery obligations 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, Trustee 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 Holders. Delivery 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 actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateCertificates). The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s or any other person’s compliance with any of the covenants under the Indenture, to determine whether the Issuer posts reports, information or documents on the 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 Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the The Company will file with use its best efforts to generate under the SEC Electronic Platform a report providing for the following figures within 10 Business Days after the end of each calendar quarter (unless the SEC will not accept "Reports") and to deliver such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) Reports to the Trustee Agent for delivery distribution to the Holders of NotesIssuing Banks: (1i) the Base Currency Amount of all quarterly and annual reports that would be required to be contained in a filing with outstanding L/Gs as determined for such day; (ii) the SEC aggregate Base Currency Amount of all outstanding L/Gs issued on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis behalf of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; (iii) the aggregate Base Currency Amount of all outstanding L/Gs issued in an Optional Currency not being either USD, GBP or CHF; and (2iv) all current reports that would be required 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 be filed with the SEC on Form 8-K if the Company were required to file such reportsany 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 will 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 deemed to have furnished made or, as the case may be, corrected by the Company and/or the relevant Issuing Bank accordingly. In the case that any such reports and information described above 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 Section 4.03(a) the next notification to the Holders of Notes (Company and the Trustee shall be deemed to have delivered such reports and information payment to the Holders of NotesLenders pursuant to Clause 11.1 (Commitment fee) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system Clause 11.2 (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet accessL/G fee). (c) For If the avoidance of doubtElectronic 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 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 day; (ii) such 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 shall not be required to comply with Regulation (including the name of the beneficiary of the L/G, the type of L/G, the L/G under amount, the Exchange Act date of issuance or Item 10(eprolongation and the initially fixed maturity date or Commercial Lifetime (and if applicable, any prolongation thereof) of Regulation S-K such L/G) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(aL/G outstanding. Paragraph (b) above 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 its Unrestricted Subsidiariesshall apply mutatis mutandis. (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 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) Regardless of whether To the extent Holdings is required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company Holdings will furnish (without exhibits) to the Trustee for delivery and to the Holders of NotesHolders: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Holdings 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 Holdings and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Company’s Holdings’ certified independent 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 (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Holdings were required to file such reports. , 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 (b) The Company and during any period in which Holdings is not required to file reports with the SEC, within the time periods specified in the SEC’s rules and regulations 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 furnished satisfied its obligations with respect thereto at such reports time and information described above in Section 4.03(a) to the Holders any Default or Event of Notes (and the Trustee Default with respect thereto shall be deemed to have delivered been cured. The filing by Holdings of such information and such reports and information to the Holders of Notes) if the Company has filed such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or shall satisfy any successor filing system of the SEC) or, if the SEC will not accept requirement under this Indenture to furnish such reports or information, if to the Company has posted such reports or information, respectively, on its website, Trustee and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, thenHolders. In addition, to the extent materialnot satisfied by the foregoing, the quarterly and annual financial information required by Section 4.03(a) above Holdings 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 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 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 are 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 it will furnish to the Trustee and 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. (ib) Delivery of reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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 CompanyIssuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates delivered pursuant to this Indenture).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent or the Company will file with furnish to the SEC (unless Holders or cause the SEC will not accept such a filing) Trustee to furnish to the Holders of Global Notes, within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms Form 10-Q and annual reports on Form 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K such forms if Parent or the Company were required to file such reports.reports under the Exchange Act; (b2) The Company will all current reports on Form 8-K that would be deemed required 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, respectively, with the SEC using on such form if Parent or the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept Company were required to file such reports or information, if under the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access.Exchange Act; and (c3) For 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 avoidance of doubt, (i) such financial information will not be required to contain the separate financial information for Guarantors as contemplated by comply with 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 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, Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and Parent will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.16(a) with the SEC for public availability within those time periods (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 such reports are publicly available. If at any time the Company is no longer subject to the 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. Neither Parent nor the Company 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 the SEC. (eb) 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, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above 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 Operationsthe 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 its the Unrestricted 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. (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 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. (gc) 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 preceding paragraphs, the Company and the Guarantors 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. (id) Delivery of such reports, information and documents to the Trustee pursuant 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 this Section 4.03 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 its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officersofficers’ Certificatecertificates).

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file or furnish, as applicable, with the SEC (unless the SEC will not accept such a filing) for public availability), within the time periods specified in the SEC’s rules and regulations, and upon request, regulations applicable to the Company will furnish (without exhibits) or, in the event the Company is not so required, which would be applicable to the Trustee for delivery Company if it were required), after giving effect to the Holders of Notesall applicable extensions and cure periods: (1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file 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 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 thereon by presentation of EBITDA of the Company’s certified independent accountants; andCompany and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements; (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.; 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) The Company will be deemed issue a press release to have furnished such reports and information described above in Section 4.03(a) an internationally recognized wire service no fewer than three Business Days prior to the Holders date of Notes (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 Trustee shall be deemed call or directing noteholders, prospective investors, broker dealers and securities analysts to have delivered such reports and information to contact the Holders of Notes) if appropriate person at the Company has filed to obtain such reports or information, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition to the foregoing, the Company will file a copy of each of the reports referred to in clauses (1) and (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 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 procedures, corporate governance, code of ethics, director independence, market for the Company’s equity securities and executive compensation. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. (eb) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above hereof will include 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 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (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 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. (gc) 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 will agree that, for so long as any Notes remain outstanding, if at any time they are not required to file filing with the SEC the reports required by Section 4.03(a), the Company and the Guarantors 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. (id) 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 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’ CertificateCertificates).

Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or Section 15(d) Regardless of whether required by the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations of promulgated by the SEC, so long as any Notes are outstanding, the Company will file with shall furnish to the SEC (unless holders of the SEC will not accept such a filing) Notes or cause the Trustee to furnish to the holders of the Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes:; (1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. (b) The ; 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 be deemed make available such information to have furnished prospective purchasers of the Notes, in addition to providing 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 NotesTrustee and the Holders, in each case within fifteen (15) if days after the time the Company has filed would be required to file such reports or information, respectively, information with the SEC using the ▇▇▇▇▇ filing system (if it were subject to Section 13 or any successor filing system 15(d) of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, thenAct. In addition, to the extent material, not satisfied by the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 additionforegoing, 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 agrees 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 it shall furnish to the Holders holders of the 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.. In the event that: (ia) Delivery the rules and regulations of reportsthe SEC permit the Company and any direct or indirect parent of the Company to report at such parent entity’s level on a consolidated basis; and (b) 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 will satisfy this Section, and this Indenture shall permit the Company to satisfy its obligations in this Section with respect to financial information and documents relating to the Trustee pursuant Company by furnishing financial information relating to this Section 4.03 the Guarantor; provided that such financial information is for informational purposes onlyaccompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Guarantor and any of its Subsidiaries other than the Company and the Subsidiaries, on the one hand, and the Trustee’s receipt information relating to the Company and its Subsidiaries of such shall not constitute constructive notice of any information contained therein or determinable from information contained thereinthe Company on a stand-alone basis, including on the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)other hand.

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will shall furnish (without exhibits) to the Trustee for delivery to the Holders of NotesTrustee: (1) all quarterly and annual reports that would be required to be contained in a filing with within ninety (90) days after the SEC on Forms 10-Q and 10-K if end of each fiscal year, (A) audited financial statements of the Company were required to file and its Subsidiaries prepared in accordance with GAAP and (B) a presentation of Consolidated EBITDA of the Company and its Subsidiaries derived from such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsfinancial statements; and (2) all current reports that would within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, (A) unaudited quarterly financial statements of the Company and its Subsidiaries prepared in accordance with GAAP and (B) a presentation of Consolidated EBITDA of the Company and its Subsidiaries derived from such financial statements. Notwithstanding the foregoing, such financial statements (A) will not be required to be filed comply with Section 302 or Section 404 of the SEC on Form 8S▇▇▇▇▇▇▇-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (Act of 2002, or any successor filing system related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and such reports or information, respectively, are available to Holders of Notes through internet access. (cB) For the avoidance of doubt, (i) such information will not be required to contain the separate financial information for Guarantors as 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. The availability of any of the foregoing reports on the SEC’s E▇▇▇▇ filing system (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 other successor provisions, and (iielectronic filing system) such information shall not be required deemed to comply with Regulation G under satisfy the Exchange Act or Item 10(e) of Regulation S-K Company’s delivery obligations with respect to any non-GAAP financial measures contained thereinthereto. (db) Except as provided above, all such reports will be prepared in all material respects in accordance with all At any time that any of the rules Company’s Subsidiaries are Unrestricted Subsidiaries and regulations applicable to such reports. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, theneither taken together or individually, to constitute a Significant Subsidiary, then the extent material, the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 4.03 will include (or the company will separately furnish to the Trustee) 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, presentation 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (fc) Any The Company shall either (1) maintain a website (which may be non-public and all Defaults access to which may be made subject to an agreement or Events of Default arising from a failure acknowledgement by such recipient that it will treat such information as confidential) to furnish in a timely manner which Holders, prospective investors that certify that they are qualified institutional buyers and market makers (“Permitted Parties”) are given access and to which such information is posted or (2) file such information with the SEC. (d) For so long as any financial information required by this Section 4.03 shall be deemed cured (and Notes are outstanding, the Company shall hold a conference call for Permitted Parties to discuss reports and the results of operations for each quarterly and annual reporting period within 15 Business Days after filing with the Trustee the applicable annual and quarterly information required pursuant to clauses (a)(1) and (a)(2) above. The time and date of such conference call for a reporting period (and either all information necessary to access the call or the name and contact information of the person at the Company from whom Permitted Parties may obtain such information) shall be deemed to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated posted by this Section 4.03 (but without regard the Company to the date on which such financial statement website described in clause (c) above or report is so furnished); provided that such cure shall not otherwise affect filed with the rights SEC simultaneously with the posting or filing 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 reports for such acceleration has not been rescinded or cancelled prior to such curereporting period. (ge) In addition, the Company will hold and participate in annual conference calls with the Holders of Notesshall furnish to Holders, Beneficial Holders of Notes, bona fide prospective investors, broker-dealers and 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 investorsanalysts, upon their request, the 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. (i) . Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, 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’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Parent will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing), and upon request, the Company Parent will furnish (without exhibits) to the Trustee for delivery and, upon its request, to any of the Holders Holders, within five Business Days of Notesfiling, or attempting to file, the same with the Commission: (1) all quarterly and annual reports 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 if the Company Parent were required to file such formsForms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon on the annual financial statements by the CompanyParent’s certified independent accountants; and; (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent were required to file such reports; and (3) unaudited quarterly and audited annual financial statements of the Company and its Subsidiaries. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03(a) above 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 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (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 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. (gc) 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. (id) 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 pursuant to under this Section 4.03 is for informational purposes only, and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports. (a) Regardless of whether required by the rules and regulations of the SECSubject to Article IV hereof, so long as any Secured Notes of a series are outstanding, the Company will file with provide to the SEC Trustee and, upon request, to beneficial owners of such Secured Notes a copy of all of the information and reports referred to below: (unless the SEC will not accept such a filingi) within 15 days after the time periods period specified in the SEC’s rules and regulationsregulations for non-accelerated filers, and upon requestannual reports of the Reporting Entity (as defined below) for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, the Company will furnish (without exhibits) except to the Trustee for delivery extent permitted to be excluded by the Holders of Notes:SEC; (1ii) all within 15 days after the time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly and annual reports of the Reporting Entity for such fiscal quarter containing the information that would be have been required to be contained in a filing with the SEC quarterly report on Forms Form 10-Q and 10-K (or any successor or comparable form) if the Company were required to file such formsReporting Entity had been a reporting company under the Exchange Act, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect except to the annual information only, a report thereon extent permitted to be excluded by the Company’s certified independent accountantsSEC; and (2iii) all within 15 days after the time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current reports containing substantially all of the information that would be required to be filed with in a Current Report on Form 8-K under the SEC Exchange Act on the operative date of the Sixth Supplemental Indenture pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (a) (d) (other than compensation information), 5.03(b) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if the Company were Reporting Entity had been a reporting company under the Exchange Act; provided, however, that no such current reports will be required to be furnished if the Company or any direct or indirect parent of the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of the Company and its Affiliates, taken as a whole. If at any time the Company or any direct or indirect parent of the Company has made a good faith determination to file a registration statement with the SEC with respect to an initial public offering of such reportsPerson’s Capital Stock, the Company will not be required to disclose any information or take any actions that, in the good faith view of the Company, would violate the securities laws or the SEC’s “gun jumping” rules or otherwise have an adverse effect on such initial public offering. Notwithstanding the foregoing, (1) the Company (and the applicable Reporting Entity) will not be required to furnish any information, certificates or reports that would otherwise be required by (A) Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K, or (B) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (2) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any such successor or comparable forms) or related rules under Regulation S-K, and (3) such reports shall be subject to exceptions and exclusions consistent with the presentation of financial and other information in the preliminary offering memorandum for the Second Priority Senior Secured Notes due 2023 and shall not be required to present compensation or beneficial ownership information. The financial statements, information and other documents required to be provided as described above, may be those of (1) the Company or (2) any direct or indirect parent of the Company (any such entity described in clause (1) or (2), a “Reporting Entity”), so long as, in the case of (2), either (A) such direct or indirect parent of the Company will not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the equity interests in, and its management of the Company or (B) such direct or indirect parent of the Company is or becomes a guarantor of the applicable series of Secured Notes; provided that, if the financial information so furnished relates to such direct or indirect parent of the Company pursuant to (2)(A) above, the same is accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to the Company and the guarantors of the Secured Notes on a standalone but consolidated basis, on the other hand. In addition to providing such information to the Trustee, the Company will make available to the Holders, prospective investors and securities analysts the information required to be provided pursuant to clauses (i), (ii) or (iii) of this Section, by posting such information to the website of the Company (or the website of any direct or indirect parent of the Company) or on IntraLinks or any comparable online data system or website. (b) The Reporting Entity will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the operative date of the Sixth Supplemental Indenture, for all Holders and securities analysts to discuss such financial information no later than 10 business days after the distribution of such information required by clauses (a)(i) and (a)(ii) of this Section 5.1, and prior to the date of each such conference call, the Reporting Entity will announce the time and date of such conference call and either include all information necessary to access the call in such announcement or inform Holders of each series of Secured Notes, prospective investors and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information (if applicable). (c) Notwithstanding the foregoing, the Company will be deemed to have furnished such reports and information described referred to above in Section 4.03(a) to the Trustee and Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company or a Reporting Entity has filed such reports or information, respectively, with the SEC using via the ▇▇▇▇▇ filing system (or any successor filing system of the SECsystem) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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) publicly available. In addition, the Company will hold and participate in annual conference calls with requirements of this covenant shall be deemed satisfied by the Holders posting of Notes, Beneficial Holders of Notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information reports that would be required to be furnished pursuant provided to clause the Holders on the Company’s website (or the website of any direct or indirect parent of the Company). Furthermore, (1) the time requirements set forth in clause (ii) of Section 4.03(a) hereof no later than ten Business Days the first paragraph of this covenant shall be satisfied if the quarterly reports for the fiscal quarters ending March 31, 2016, June 30, 2016 and September 30, 2016 are filed within 75 days after the distribution end 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. fiscal quarter and (h2) 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. requirements set forth in clause (i) Delivery of reportsthe first paragraph of this covenant shall be satisfied if the annual report for the fiscal year ending December 31, information and documents to 2016 is filed within 120 days after the Trustee pursuant to this Section 4.03 is for informational purposes only, and the Trustee’s receipt end 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)fiscal year.

Reports. By signing this Agreement, each Lender: (a) Regardless is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports that would be financial statements required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon delivered by the Company’s certified independent accountants; and Parent Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Agents (2) all current reports that would be required to be filed with collectively, the SEC on Form 8-K if the Company were required to file such reports.“Reports”); (b) The Company will be deemed to have furnished such reports expressly agrees and information described above in Section 4.03(a) to acknowledges that 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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, Administrative Agent (i) such information will not be required makes no representation or warranty as to contain the separate financial information for Guarantors as contemplated by Rule 3-10 accuracy 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 provisionsthe Reports, and (ii) such information shall not be required to comply with Regulation G under liable for any information contained in any Report; (c) expressly agrees and acknowledges that the Exchange Act Reports are not comprehensive audits or Item 10(e) examinations, that the Administrative Agent or any other 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 Regulation S-K with respect to any non-GAAP financial measures contained therein.the Loan Parties’ personnel; (d) Except agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except as provided abovepermitted under Section 11.16(a), all such reports will be prepared or use any Report in all material respects in accordance with all of the rules and regulations applicable to such reports.any other manner; and (e) If without limiting the Company has designated any generality of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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 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 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 thatindemnification provision contained in this Agreement, 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. agrees: (i) Delivery to hold the Administrative Agent and any such other 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 reports, information and documents Credit that the indemnifying Lender has made or may make to the Trustee pursuant Parent Borrower, or the indemnifying L▇▇▇▇▇’s participation in, or the indemnifying L▇▇▇▇▇’s purchase of, a Loan or Loans of the Parent Borrower; and (ii) to this Section 4.03 is for informational purposes onlypay and protect, and indemnify, defend, and hold the Trustee’s receipt of Administrative Agent and any such shall not constitute constructive notice 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 Agents and any such other Lender preparing a Report as the direct or indirect result of any information contained therein third parties who might obtain all or determinable from information contained therein, including part of any Report through the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate)indemnifying Lender.

Reports. (a) Regardless of whether required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company Issuer will file with the SEC (unless the SEC will not accept such or make publicly available on a filing) website, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations, and upon request, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports of the Issuer containing substantially all of the financial information that would be required to be contained in a filing with the SEC an annual report on Forms 10-Q and Form 10-K if under the Company were required to file such formsExchange Act, including (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ’’ and (ii) audited financial statements prepared in accordance with respect to GAAP and a report on the annual information only, a report thereon financial statements by the CompanyIssuer’s certified independent accountants; andregistered public accounting firm; (2) quarterly reports of the Issuer containing substantially all current reports of the financial information that would be required to be filed with the SEC contained in a quarterly report on Form 810-K if Q under the Company were required to file such reports. (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 informationExchange Act, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, including (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, to the extent material, the quarterly and annual financial information required by Section 4.03(a) above 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, ’’ and (ii) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); and (3) current reports of the financial condition and results of operations Issuer containing substantially all of the Company and its Restricted Subsidiaries separate from information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act. Notwithstanding any of the foregoing, (a) no certifications, reports or attestations concerning the financial condition statements, disclosure controls and results procedures or internal controls that would otherwise be required pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of operations 2002, as amended, and the SEC rules and regulations implementing that Act, will be required; (b) no financial schedules specified in Regulation S-X under the Securities Act will be required; (c) compliance with the requirements of its Unrestricted SubsidiariesItem 10(e) of Regulation S-K under the Securities Act will not be required; (d) information specified in Rules 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act with respect to Subsidiaries and Affiliates will not be required; and (e) no exhibits pursuant to Item 601 of Regulation S-K under the Securities Act will be required. (fb) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner So long as any financial Notes are outstanding, the Issuer will also: (a) not later than 10 Business Days after providing the information required by this Section 4.03 shall be deemed cured 4.03(a)(1) and (a)(2), hold a publicly accessible conference call to discuss such information for the relevant fiscal period (including a question and answer portion of the Company shall call); 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 by Section 4.03(a), announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Issuer to obtain such information. (c) Notwithstanding anything to the contrary contained herein, so long as TerraForm Power, Inc. (x) continues to control, directly or indirectly, more than 50% of the Voting Stock of the Parent, (y) consolidates the Parent and its Subsidiaries in accordance with GAAP and (z) has no material operations, assets or revenues other than those of the Parent and its Subsidiaries, the filing by TerraForm Power, Inc. of its quarterly, annual and current reports and consolidated financial statements referred to above on either the SEC’s ▇▇▇▇▇ filing system or a publicly accessible website, and a publicly accessible quarterly conference call of TerraForm Power, Inc., will be deemed to be in compliance with satisfy the obligations of the Issuer under 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 in the rights case of the Holders under quarterly and annual reports, the provisions same are accompanied by information that explains in reasonable detail the differences between the information relating to TerraForm Power, Inc. and any of Article 6 hereof if its Subsidiaries other than the principal ofParent and its Subsidiaries, premium, if any, onon the one hand, and interestthe information relating to the Parent and its Subsidiaries on a stand-alone basis, if any, on, 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) other hand. In addition, the Company will hold and participate in annual conference calls with Issuer, 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 Parent and the Subsidiary 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 this Section 4.03(a)4.03 with the SEC, the Company and the Guarantors they will furnish to the Trustee, Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (id) Delivery of any such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall 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 this Indenture (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificateOfficer’s Certificates). Further, the Trustee will 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). (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its agreements in Section 4.03(a) for purposes of Section 6.01(3) until 60 days after the date any report hereunder is required to be filed with the SEC or made available on a website pursuant to this Section 4.03.

Reports. (a) Regardless of whether required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) Commission for public availability, within the time periods specified in the SECCommission’s rules and regulationsregulations (unless the Commission will not accept such a filing, and upon request, in which case the Company will furnish comply with the requirements described in paragraph (without exhibitsb) to the Trustee for delivery to the Holders of Notes:below): (1) all quarterly and annual reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountantsreports; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company were required to file such reports. (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, respectively, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) 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 . All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. (eb) If, at any time, 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 clauses (1) and (2) of paragraph (a) with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the Commission and deliver a copy of the reports to the Trustee. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(aparagraphs (a) above 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 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 the Unrestricted SubsidiariesSubsidiaries of the Company. (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 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. (hd) The Company and the Guarantors agree agrees that, for so long as any Notes remain outstanding, but only until completion of the Exchange Offer, if at any time they are it is not required to file with the SEC Commission the reports required by Section 4.03(athe paragraphs (a) and (b), the Company and the Guarantors 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. (ie) 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 reports, these reports and information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall 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 an Officers’ CertificateCertificates).

Reports. (a) Regardless of whether Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Venator will furnish to the Company will file with Trustee and to the SEC (unless the SEC will not accept such a filing) Holders of Notes, within the time periods specified in the SEC’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” (as 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, the Company will furnish (without exhibits) to the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual reports financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Venator were required to file such formsForms, including a “Narrative Analysis of Results of Operations” or “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s Venator’ certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Venator were required to file such reports. (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; provided, respectivelyhowever, with the SEC using the ▇▇▇▇▇ filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if the Company has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, that (i) in no event shall such information will not reports be required to contain the separate financial information for Guarantors as contemplated by comply with Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or any promulgated by the SEC (except that summary financial statements information with respect to non-guarantor Subsidiaries 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-Xthe type and scope included in the Offering Memorandum will be required), or in each case any successor provisions, and (ii) in no event shall such information shall not reports be required to comply with Regulation G under promulgated by the Exchange Act SEC or Item 10(e) of Regulation S-K promulgated by the 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 Offering Memorandum, other than with respect to reports provided under clause (2) above and (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 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 capital expenditures in lieu thereof. (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. (eb) If the Company Venator has designated as an Unrestricted Subsidiary any of its Subsidiaries as Unrestricted Subsidiariesthat would constitute a Significant Subsidiary, then, to the extent material, then the quarterly and annual financial information required by Section 4.03(a) above 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 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 its any such Unrestricted SubsidiariesSubsidiaries of Venator. (fc) Any and all Defaults In the event that any direct or Events indirect parent company of Default arising from Venator is or becomes a failure to furnish in a timely manner any financial information required by Guarantor of the Notes, Venator may satisfy the requirements of this Section 4.03 shall be deemed cured (and the Company shall be deemed with respect to be in compliance with this Section 4.03) upon furnishing such financial information as contemplated by this Section 4.03 relating to direct or indirect parent of Venator (but without regard to such entity the date on which such financial statement or report is so furnished)“Parent Entity”) instead of Venator; provided that to the extent either (x) such cure shall not otherwise affect the rights Parent Entity holds assets (other than its direct or indirect interest in Venator) that exceed 1% of the Holders under 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 provisions total revenue of Article 6 hereof if Venator and its Subsidiaries for the principal ofimmediately preceding fiscal period, premiumthen 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, if any, onon the one hand, and interestthe information relating to Venator and its Subsidiaries on a stand-alone basis, if any, on, 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 cureother hand. (gd) 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 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 Sections 4.03(a) and (b), the Company Issuers 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. (ie) Delivery of reports, information the reports and documents described above to the Trustee pursuant to this Section 4.03 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 CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively 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.