Common use of Reports Clause in Contracts

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to Loral Space shall furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s 's rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company Loral Space 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 Loral Space and its Subsidiaries and, with respect to the annual information only, a report on the annual financial statements by the Company’s Loral Space's certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor form) if the Company Loral Space were required to file such reports. . (b) If Loral Space has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.03 shall include selected financial information, either on the face of the financial statements or in the footnotes thereto, regarding the financial condition and results of operations of Loral Space and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Loral Space. (c) In addition, whether or not required by the rules and regulations of the SEC, the Company will Loral Space shall file a copy of all such information and reports referred to in clauses (1) and (2) above of paragraph (a) of this Section 4.03 with the SEC for public availability within the time periods specified in the SEC’s 's rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). . (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Loral Space's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ ' Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee Holders and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Trustee, within the time periods specified in the SEC’s Commission's rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, including a “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” section and, with respect to the annual information only, a report on the annual consolidated financial statements of the Company by the Company’s its 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 Issuers were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations preceding paragraph shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the Company will file a copy of all such reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information and reports referred required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in clauses (1) and (2) above compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 provisions of this Section 314(a)4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such will 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 Officers’ ' Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, to the extent not prohibited by the rules and regulations of the SEC, so long as any Notes are outstandingExchange Act, the Company will furnish place on its website and make available to the Trustee and the Holders of the Notes or cause without cost to any Holder, the Trustee to furnish to annual reports and the Holders of Notes information, documents and other reports (or file with copies of such portions of any of the SEC for public availabilityforegoing as the Commission may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within the time periods specified therein with respect to an accelerated filer. In addition, the Company will make such reports and information available to securities analysts and prospective investors upon request. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the 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 SEC’s rules footnotes thereto, and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) For so long as any of the Notes remain outstanding and constitute “restricted securities” andunder Rule 144, with respect the Company and the Subsidiary Guarantors will furnish to the annual Holders of the Notes and prospective investors, upon their request, the information only, a report required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Company shall be deemed to have furnished such reports to the Trustee and the Holders of Notes if it has filed such reports with the Commission using the ▇▇▇▇▇ filing system or on the annual financial statements by the Company’s independent registered public accountants; andwebsite and such reports are publicly available. (2e) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations The delivery of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such foregoing annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent registered public 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. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under the first sentence of this Section 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company will shall file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The . (b) For so long as any Notes remain outstanding, the Company will at all times comply with TIA Section 314(a). Delivery and the Guarantors shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery of such information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to Ventas, Inc. shall furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Ventas, Inc. were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the CompanyVentas, Inc.’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 Ventas, Inc. were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will Ventas, Inc. shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The availability of the materials required to be furnished pursuant to Section 4.03(a) on the Commission’s website or on Ventas, Inc.’s website shall be deemed to satisfy the delivery obligations set forth in this Section 4.03(a). (cb) If Whether or not required by the Company is no longer subject to the periodic reporting requirements Commission, Ventas, Inc. shall file a copy of all of the Exchange Act for any reason, the Company will nevertheless continue filing the information and reports specified referred to in the preceding paragraphs of this Section 4.03 clauses (a)(1) and (2) above with the SEC Commission for public availability within the time periods specified above that are applicable to a non-accelerated filer in the Commission’s rules and regulations (unless the SEC Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company agrees that it If Ventas, Inc. has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(b) will not take any action for include a reasonably detailed presentation, either on the purpose face 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 financial statements or in the preceding paragraphs on 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 Ventas, Inc., as applicable, and its website within Restricted Subsidiaries separate from the time periods that would apply if it was required to file those reports with financial condition and results of operations of the SEC.Unrestricted Subsidiaries of Ventas, Inc.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent registered public 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) In addition, whether or not required by the rules and regulations of the SEC, the Company will shall file a copy of all such of the information and reports referred to in clauses (1a)(i) and (2ii) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The In addition, the Company shall, for so long as any Notes remain outstanding, furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, if any such information is required to be delivered. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything herein to the contrary, the Company will at all times not be deemed to have failed to comply with TIA any of its obligations hereunder for purposes of Section 314(a)6.01(a)(iv) of this Indenture until 120 days after the date any report under this Section 4.03 is due. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to provide the Trustee and the Holders of Notes or cause the Trustee to furnish to the and prospective Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect plus any extensions granted pursuant to applicable grace periods):SEC rules) copies of: (1) all annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) quarterly reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form; (3) from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and annual financial information that other reports which the Company would be required to be contained in a filing file with the SEC on Forms 10-Q and 10-K if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding whether 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 is subject to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations periodic reporting requirements of the SECExchange Act, the Company will file nevertheless continue filing the reports specified above unless the SEC will not accept such a copy filing. The Company will not take any action for the purpose of all causing the SEC not to accept any such filings. Notwithstanding the foregoing, to the extent the Company files the information and reports referred to in clauses (1) and through (24) above with the SEC for public availability within and such information is publicly available on the time periods specified Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the SEC’s rules and regulations (giving effect to applicable grace periods)Holders of the Notes. If, unless notwithstanding the foregoing, the SEC will not accept such a filingthe Company’s filings for any reason, and make such information available to securities analysts and prospective investors upon request. The the Company will at all times comply post the reports referred to in the preceding paragraph on its website no later than 15 days after the end of the time periods that would apply if the Company were required to file those reports with TIA Section 314(a)the SEC. (c) In addition, the Company shall furnish to the Trustee and the Holders, upon their request, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture or the notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, For so long as any Notes Warrants are outstanding, the Company will furnish shall deliver to the Trustee Warrant Agent and mail to each Holder, within 15 days after the Holders filing of Notes or cause the Trustee same with the Securities and Exchange Commission ("SEC"), copies of its quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to furnish to the Holders of Notes (or file with the SEC for public availabilitypursuant to Section 13 or 15(d) within of the Exchange Act. (b) For so long as any Warrants are outstanding, if at any time periods specified in the Company is not subject to the requirements of such Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC’s rules , to the extent permitted, and regulations (giving effect distribute to applicable grace periods): (1) all the Warrant Agent and to each Holder copies of the quarterly and annual financial information that would be have been required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if had the Company were required been subject to file the reporting requirements of Section 13 or 15(d) of the Exchange Act. All such reportsfinancial information shall include consolidated financial statements (including footnotes) prepared in accordance with generally accepted accounting principles. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of Operation." The financial and other information to be distributed to Holders shall be filed with the Warrant Agent and mailed to the Holders at their respective addresses appearing in the Warrant Register maintained by the Warrant Agent, within 120 days after the end of the Company's fiscal year and within 60 days after the end of each of the first three quarters of each such fiscal year. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain Warrants are outstanding, the Company and the Guarantors will shall furnish to the Holders and to securities analysts and to prospective investors, purchasers upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If Act for so long as the Company is no longer subject required for an offer or sale of the Warrants under Rule 144A. From and after the date of effectiveness of any registration statement filed with the SEC with respect to the periodic reporting requirements of the Exchange Act for any reasonWarrants, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 file with the SEC within the time periods specified above that are applicable to a nonsuch Forms 10-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take Q and 10-K and 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 paragraphs on its website within the time periods that would apply if it was other information required to file those reports with the SECbe filed by it.

Reports. (a) Whether or not Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability(unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations regulations, and upon request, the Company will furnish (giving effect without exhibits) to applicable grace periods):the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, whether respectively, with the SEC using the ▇▇▇▇▇ filing system (or not required by the rules and regulations any successor filing system of the SEC) or, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless if the SEC will not accept such a filingreports or information, if the Company has posted such reports or information, respectively, on its website, and make such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information available 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 investors, upon their request. The Company will at all times comply with TIA Section 314(a). , the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (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 will 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’ CertificatesCertificate). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee Holders and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Trustee, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, 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 on the annual consolidated financial statements of the Company by the Company’s its 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 Issuers were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations preceding paragraph shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the Company will file reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a copy majority of all such the outstanding common equity interests of the Issuers) (including any consolidating financial information and reports referred required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in clauses (1) and (2) above compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 provisions of this Section 314(a)4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such will 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 Officers’ ' Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s 's rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company and its Subsidiaries were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s 's certified independent registered public accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company and its Subsidiaries were required to file such reports. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company will shall file a copy of all such 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 's rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon requestrequest if not then publicly available. The Company will shall at all times comply with TIA Section 314(a). Delivery by the Company of such reports, information and documents to the Trustee is pursuant to TIA Section 314(a) shall be for informational purposes only and the Trustee’s 's receipt of such will 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 Officers’ ' Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If Notwithstanding the Company is no longer subject foregoing, such requirements shall be deemed satisfied prior to the periodic reporting requirements commencement of the Exchange Act for any reason, Offer or the Company will nevertheless continue effectiveness of the Shelf Registration Statement by the filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC of the registration statement relating to the exchange offer and/or the Shelf Registration Statement, and any amendments thereto, of the Securities; provided that any such Registration Statement is filed within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECRegistration Rights Agreement.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods)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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by Holdings is subject to the rules and regulations reporting requirements of Section 13 or 15(d) of the SECExchange Act, so long as any Notes are outstanding, the Company will furnish to Holdings must provide the Trustee and and, upon written request, the Holders of Notes within fifteen (15) Business Days after filing, or cause in the Trustee to furnish to event no such filing is required, within fifteen (15) Business Days after the Holders end of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):those sections with: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Holdings were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s Holdings’ certified independent registered public accountants; , 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. 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 or Holdings’ website within the applicable time period specified above. (b) In addition, following the earlier of (x) the consummation of the initial public offering of Holdings or (y) the consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, Holdings will, if the Company SEC will accept the filing, file a copy of all such of the information and reports referred to in clauses (1) and (2) above of the preceding paragraph with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods)regulations. If the Company had any Unrestricted Subsidiaries during the relevant period, unless the SEC Holdings 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 Section 314(a). Delivery of such reports, information and documents also provide to the Trustee is for informational purposes only and the Trustee’s receipt Holders information sufficient to ascertain the financial condition and results of such will not constitute constructive notice operations of any information contained therein or determinable from information contained thereinthe Company and its Restricted Subsidiaries, including excluding in all respects the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Unrestricted Subsidiaries. (bc) For so long as any of the Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors Holdings will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (cd) If the Company is no longer subject Notwithstanding anything herein to the periodic contrary, Holdings will not be deemed to have failed to comply with any provision of this reporting requirements covenant for purposes of Section 6.01(4) hereof as a result of the Exchange Act for late filing or provision of any reason, required information or report until 90 days after 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept date any such filings. Ifinformation or report was due. (e) Delivery of the foregoing information, notwithstanding reports or certificates or any annual reports, information, documents and other reports to the foregoingTrustee 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 SEC will not accept Issuers’ compliance with any of their covenants hereunder (as to which the Company’s filings for any reason, the Company will post the reports referred Trustee is entitled to in the preceding paragraphs rely exclusively on its website within the time periods that would apply if it was required to file those reports with the SECOfficers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Parent Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file with and the SEC for public availability) Trustee, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K K, if the Parent Company were required to file such FormsForms (other than financial statements of Affiliates of the Parent Company required by Rule 3-16 of Regulation S-X), including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Parent Company’s certified independent registered public accountants; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Parent Company were required to file such reports. . (b) The quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and the Guarantors separate from the financial condition and results of operations of the other Subsidiaries of the Company. (c) The filing of the reports above with the SEC shall satisfy the delivery obligations referred to above so long as such documents may be accessed by the public through the SEC’s website. (d) In addition, whether or not required by the rules and regulations of the SEC, the Parent Company will shall file a copy of all such of the information and reports referred to in clauses (1a) and (2b) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), unless the SEC will shall not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The Parent Company also shall comply with the other provisions of Trust Indenture Act § 314(a) to the extent applicable. (e) Promptly after the date the annual and quarterly financial information for the prior fiscal period have been furnished pursuant to clause (a) in this Section 4.18 (or prior to such date, if the Parent Company has published an earnings release with respect to such period), the Parent Company will hold a quarterly conference call to review the most recent financial results. At least two Business Days prior to the date such conference call is to be held, the Parent Company will post to its website or a non-public, password-protected website maintained by the Parent Company or a third party an announcement of such quarterly conference call for the benefit of the Holders of the Notes, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which announcement will contain the time and the date of such conference call and direct the recipients thereof to contact an individual at all times comply with TIA Section 314(a)the Parent Company (for whom contact information will be provided in such notice) to obtain information on how to access such quarterly conference call. The foregoing conference call requirement will be satisfied by the holding of any such conference call for the holders of common stock of the Parent Company so long as the Persons listed above are provided access to such call. The Trustee will have no responsibility whatsoever to monitor whether filings or postings described herein have occurred or the timeliness of such filing or posting. Delivery of such reports, information and documents described herein to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent 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’ CertificatesCertificate). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee Holders and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Trustee, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, 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 on the annual consolidated financial statements of the Company by the Company’s its 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 Issuers were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations preceding paragraph shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of CCI, if CCI has furnished Holders and filed electronically with the Securities and Exchange Commission, the Company will file a copy of all such reports described in the preceding paragraphs with respect to CCI (including any consolidating financial information and reports referred required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in clauses (1) and (2) above compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 provisions of this Section 314(a)4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will 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 Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or Issuer shall electronically file with the SEC for public availability) within Commission by the time periods respective dates specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):the “Required Filing Date”), unless, in any such case, such filings are not then permitted by the Commission: (1a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K 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 on the annual financial statements by the CompanyIssuer’s certified independent registered public 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. In addition, whether or ; If such filings with the Commission are not required then permitted by the rules and regulations Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the SECNotes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee copies of the information or reports that the Issuer would be required to file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the Company will file a copy of all such reports, information and reports referred other documents required to in clauses (1) be filed and (2) above with furnished to Holders of the SEC for public availability within Notes pursuant to this Section 4.4 may, at the time periods specified in option of the SEC’s rules Issuer, be filed by and regulations (giving effect to applicable grace periods), unless be those of the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon requestParent Guarantor rather than the Issuer. The Company will at all times comply with TIA Section 314(a)availability of the foregoing reports on the Commission’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and Holders. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will 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 Officers’ Certificates). (b) For so long as any Notes remain outstanding. The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company and Issuer’s or any other person’s compliance with any of the Guarantors will furnish covenants under the Indenture, to determine whether the Holders and to securities analysts and prospective investorsIssuer posts reports, upon their requestinformation 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 required from the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to be review or analyze reports delivered pursuant to Rule 144A(d)(4) under it to ensure compliance with the Securities Act. (c) If the Company is no longer subject to the periodic reporting requirements provisions of the Exchange Act for Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECconference calls.

Reports. Business Associate agrees to report to Covered Entity: 5.1 Any Use or Disclosure of PHI not authorized by this BAA within five (a5) Whether or not required by the rules and regulations days of the SEC, so long as any Notes are outstanding, Business Associate becoming aware of such unauthorized Use or Disclosure; 5.2 Any Security Incident within five (5) days of the Company will furnish to Business Associate becoming aware of the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsSecurity Incident; and 5.3 Each report of a Breach of Unsecured PHI Discovered by Business Associate, to the extent Business Associate accesses, maintains, retains, modifies, records, stores, destroys or otherwise holds, Uses or Discloses Unsecured PHI, unless delayed for law enforcement purposes, shall be made without delay and in no case later than thirty (230) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations calendar days after Discovery of the SECBreach, and shall include the identification of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired or Disclosed during such Breach. Notwithstanding anything herein to the contrary, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 provisions of this Section 4.03 with the SEC within the time periods specified above 5.3 shall only be applicable to Breaches that are applicable Discovered on or after the date that is thirty (30) days after the date of publication of interim final regulations promulgated by the Secretary that address notifications of Breaches of Unsecured PHI. 5.4 Business Associate agrees to a non-accelerated filer unless indemnify and hold harmless, Covered Entity, its Officers, directors, shareholders, agents, and employees against all liability claims, damages, suits, demands, expenses, and civil monetary penalties (including but not limited to, court costs and reasonable attorneys’ fees) of every kind arising out of the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose negligent errors and omissions or willful misconduct of causing the SEC not to accept any such filings. IfBusiness Associate, notwithstanding the foregoingits agents, the SEC will not accept the Company’s filings for any reasonservants, the Company will post the reports referred to employees and independent contractors (excluding Covered Entity) in the preceding paragraphs on its website within the time periods that would apply if it was required performance of or conduct relating to file those reports with the SECthis Section 5.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company will shall furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports of the Company 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 on the annual financial statements by the Company’s independent registered public accountantsreports; and (2) all current reports of the Company that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by All such reports shall be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. Each annual report on Form 10-K shall include a report on the SECCompany’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company will shall file a copy of all such information and 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 SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), 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 Section 314(a). Delivery of To the extent such reportsfilings are made with the SEC, information and documents the reports shall be deemed to have been furnished to the Trustee is for informational purposes only and Holders. To the Trustee’s receipt extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such will not constitute constructive notice reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of any information contained therein or determinable from information contained thereinthe Notes, including in each case at the Company’s compliance with any of its covenants hereunder (as expense and by the applicable date the Company would be required to which file such information pursuant to the Trustee is entitled to rely exclusively on Officers’ Certificates)preceding paragraph. (b) For In addition, the Company agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the Company and reports required by the Guarantors preceding paragraphs with the SEC, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding Notwithstanding the foregoing, the SEC will foregoing obligations may be satisfied with respect to financial and other information of the Company by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra Energy (or any other direct or indirect parent of the Company) or (ii) Vistra Energy’s (or any other direct or indirect parent of the Company, as applicable) Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the extent such information relates to Vistra Energy (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra Energy or such other parent, on the one hand, and the information relating to the Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and the Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries do not accept differ from the Total Assets and the Consolidated EBITDA, respectively, of Vistra Energy (or any other direct or indirect parent of the Company) and its consolidated Subsidiaries by more than 2.5%). (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s filings for compliance with any reason, of its covenants under this Indenture (as to which the Company will post the reports referred Trustee is entitled to in the preceding paragraphs rely on its website within the time periods that would apply if it was required to file those reports with the SECan Officer’s Certificate).

Reports. (a) Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will furnish to provide the Trustee and the Holders within 15 Business Days after the filing, or in the event no such filing is required, within 15 Business Days after the end of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations (giving effect to applicable grace periods):Exchange Act with: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s independent registered public accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by ; provided that the rules and regulations of foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company will file separately electronically deliver such reports to the Trustee). If a copy Parent Entity has provided the information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have satisfied such requirements; provided that if the Parent Entity is not a Guarantor of all the Notes, the Parent Entity provides to the Trustee and the Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. (b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with any provision of this reporting covenant for purposes of Section 6.01(4) hereof as a result of the late filing or provision of any required information or report until 90 days after the date any such information and reports referred to in clauses or report was due. (1d) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. For so long as the Note has not been redeemed, repurchased or repaid in full, Alon Brands shall furnish to the Investor: (a) Whether or not required by within 90 days after the rules end of each fiscal year of Alon Brands, the annual consolidated balance sheet of Alon Brands and regulations its Subsidiaries as of the SECend of the fiscal year and the consolidated statements of income, so long cash flow and change in shareholders’ equity of Alon Brands and its Subsidiaries for the fiscal year then ended, which financial statements for fiscal years ending after the consummation of an IPO shall be audited and accompanied by a report of Alon Brands’ independent certified public accountants; (b) within 60 days after the end of each quarterly fiscal period in each fiscal year, unaudited condensed consolidated balance sheet of Alon Brands and its Subsidiaries as any Notes are outstandingof the end of such quarterly fiscal period, and the Company will furnish condensed consolidated statements of income and cash flows of Alon Brands and its Subsidiaries for such quarterly fiscal period, internally prepared and reviewed to the Trustee extent such financial statements have been reviewed other than pursuant to any requirement of this Agreement; (c) concurrently with any delivery of financial statements under clause (a) or (b), a compliance certificate of the Chief Executive Officer and Chief Financial Officer of Alon Brands, (i) certifying that no Event of Default has occurred and is continuing, (ii) certifying that such financial statements present fairly in accordance with GAAP the financial condition of Alon Brands and its Subsidiaries on a consolidated basis as of their respective dates and the Holders results of Notes or cause operations of Alon Brands and its Subsidiaries for the Trustee respective periods then ended, subject to furnish normal year end adjustments and the absence of footnotes, and (iii) certifying that such financial statements conform to the Holders of Notes (or file with the SEC for public availability) within the time periods specified financial results reflected in the SECParent’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual audited 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, statements with respect to the annual information only, a report on relevant segment; provided that the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required certifications pursuant to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses (1c)(ii) and (2c)(iii) above with shall not be required after the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)IPO. (bd) For so long with reasonable promptness, such other data and information as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their Investor may reasonably request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether Guarantor shall deliver to the Administrative Agent (for delivery to the Lenders) (i) not later than forty-five (45) days after the close of each fiscal quarter of Guarantor, a quarterly financial statement for Guarantor and (ii) within ninety (90) days after the close of each fiscal year of Guarantor, audited annual financial statements of Guarantor for each such fiscal year, such financial statements to be substantially in the form of the financial statements referred to in Section 8.1 of the Loan Agreement or not such other form reasonably acceptable to the Administrative Agent, including a balance sheet and statement of profit and loss setting forth in comparative form figures for the preceding fiscal year, prepared in accordance with GAAP and certified by an authorized officer of Guarantor; (b) at the time of the delivery of each of the financial statements provided for in subsection (a) of this Section 3.02, a certificate of an Authorized Officer of Guarantor, as applicable, certifying (i) that such respective financial statements and reports are true, correct, and accurate; (ii) in such detail as may be required by the rules Administrative Agent, the calculations required to establish whether Guarantor was in compliance with the requirements of Section 3.04 hereof on the date of such financial statements; and regulations (iii) that such officer has no knowledge (after due inquiry), except as specifically stated, of any Event of Default or, if an Event of Default has occurred, specifying the nature thereof in reasonable detail and the action which Guarantor is taking or proposes to take with respect thereto; and (c) from time to time such other information regarding the financial condition, operations, business or prospects of Guarantor or General Partner (as defined below), as the Administrative Agent may reasonably request. Notwithstanding the foregoing, in lieu of the SECfinancial statements and certification of Guarantor described above, the Administrative Agent shall accept the financial statements and certifications of Guarantor’s general partner ▇▇▇▇▇▇▇ Properties, Inc. (“General Partner”) of the exact type described above with respect to Guarantor, so long as any Notes (i) except for a liability on the balance sheet and an expense on the income statement of General Partner representing the interests of minority limited partners in Guarantor that are outstandingnot owned by General Partner, the Company will furnish balance sheet and income statement of General Partner would, in accordance with GAAP, be identical to that of Guarantor; (ii) each such financial statement is accompanied by the unqualified opinion of General Partner’s outside auditors to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file effect that such financial statements comply with the SEC requirements in clause (i) above and identifying the respects, if any, in which any item on the financial statements of General Partner would need to be adjusted in order to reflect the proper treatment or amount of such item in accordance with GAAP for public availabilityGuarantor; and (iii) within the time periods specified there is no change in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information structure or ownership of Guarantor that the Administrative Agent concludes in reasonable discretion would be required to be contained in a filing with require 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 delivery of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Guarantor itself in order to enable the Company’s independent registered public accountants; and (2) all current reports that would be required Administrative Agent and the Lender to be filed with evaluate the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations financial condition of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Guarantor. (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company will shall furnish (to the extent not publicly available on the SEC’s ▇▇▇▇▇ system) to the Trustee and the Holders of Notes or cause and post on the Trustee Company’s website (in a format that is accessible to furnish to the Holders of Notes (or file with the SEC for public availability) as well as prospective Holders of Notes), within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsreports; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports (other than consolidating financial information required by Rule 3-10 or 3-16 of Regulation S-X or any comparable provision so long as the SECCompany complies with Section 4.3(d)). Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accountants. In addition, the Company will shall file a copy of all such information and each of the reports referred to in clauses (1i) and (2ii) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), unless the SEC will not accept such a filing, filing or the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason) and make such information available to securities analysts and prospective investors upon request. (b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, and regardless of whether it continues to file reports with the SEC, the Company shall nevertheless continue making the reports specified in Section 4.3(a) hereof available to the Holders of the Notes, prospective investors and securities analysts by posting such information on its website. While the Company remains subject to the periodic reporting requirements of the Exchange Act, the Company agrees that it shall 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 shall post the reports referred to in Section 4.3(a) hereof on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (c) The Company further agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the reports required by Section 4.3(a) or (b) hereof with the SEC, it shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The quarterly and annual financial information required by Sections 4.3(a) and (b) hereof shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes of the financial statements or in Management’s Discussion and Analysis of Financial Condition and Results of Operations that discloses the total assets, liabilities, revenues and income from operations of Subsidiaries of the Company that do not Guarantee the Notes. The Company will at all times comply with TIA Section 314(a). Trustee shall not be responsible for determining whether this clause 4.3(d) has been satisfied, nor shall it have any liability in connection therewith. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (bf) For so long as any Notes remain outstandingNotwithstanding anything herein to the contrary, in the event that the Company fails to comply with its obligation to file or provide such information, documents and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information reports as required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reasonby this Section 4.3, the Company will nevertheless continue be deemed to have cured such Default with respect to the Notes for purposes of Section 6.1(d) upon the filing or provision of all such information, documents and reports required hereunder prior to the reports specified in the preceding paragraphs expiration of this Section 4.03 with the SEC within the time periods specified above that are applicable 90 days after written notice to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post of such failure from the reports referred to in Trustee or the preceding paragraphs on its website within Holders of at least 25% of the time periods that would apply if it was required to file those reports with principal amount of the SECNotes.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent registered public 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. For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under the first sentence of this Section 4.03(a) by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company will shall file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. . (b) The Company will shall at all times comply with TIA Section § 314(a). Delivery . (c) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, whether or not required by the rules and regulations of the SEC, so long as any Notes Securities of such series are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) availability within the time periods specified in the SEC’s rules and regulations (giving effect unless the SEC will not accept such a filing, in which case the Company will furnish to applicable grace periods):the Holders of Securities of such series or cause the Trustee to furnish to the Holders of Securities of such series, within the time periods specified in the SEC’s rules and regulation) (1a) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsreports; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred applicable 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such . Each annual report on Form 10-K will not constitute constructive notice of any information contained therein or determinable from information contained therein, including include a report on the Company’s compliance with consolidated financial statements by the Company’s certified independent accountants. If, at any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstandingtime, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 covenant with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was the Company were required to file those reports with the SEC. Except as otherwise provided as contemplated by Section 2.1 with respect to the Securities of any series, 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 the preceding paragraphs with respect to Securities of such series will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, with respect to Securities of any series that are entitled to the benefit of this paragraph as provided as contemplated by Section 2.1(21) with respect to the Securities of such series, the Company and the Guarantors agree that, for so long as any Securities of such series remain outstanding, if at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the holders of Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file Notes, if not filed electronically with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company 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 consolidated Subsidiaries) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent registered public 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 (as defined in the Appendix), whether or not required by the rules and regulations of the SEC, the Company will shall file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing when required with the SEC of the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. The Company will shall at all times comply with TIA Section § 314(a). Delivery . (b) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information information, documents and documents other reports to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee Holders and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Trustee, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, 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 on the annual consolidated financial statements of the Company by the Company’s its 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 Issuers were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations preceding paragraph shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares), if such Parent (or such other Person which, directly or indirectly, owns a majority of the Voting Stock of the Issuers, measured by voting power rather than the number of shares) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the Company will file reports described in the preceding paragraphs with respect to such Parent (or such other Person which, directly or indirectly, owns a copy majority of all such the outstanding Voting Stock of the Issuers, measured by voting power rather than the number of shares) (including any consolidating financial information and reports referred required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in clauses (1) and (2) above compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 provisions of this Section 314(a)4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will 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 Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations Issuer is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company Issuer will furnish to provide the Trustee and the Holders within 15 Business Days after the filing, or in the event no such filing is required, within 15 Business Days after the end of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations (giving effect to applicable grace periods):Exchange Act with: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K 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 financial statements only, a report on the annual financial statements thereon by the CompanyIssuer’s 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 Issuer were required to file such reports; provided that the foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the Commission’s ▇▇▇▇▇ system or on the Parent’s or Issuer’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Issuer will separately electronically deliver such reports to the Trustee). In addition, whether or not If a Parent Entity has provided the information as required by the rules and regulations foregoing paragraph as if such Parent Entity were the Issuer, the Issuer shall be deemed to have satisfied such requirements; provided that if the Parent Entity is not a Guarantor of the SECNotes, to the extent that, in the reasonable judgment of the Issuer, there are material differences between the financial information of the Issuer, on the one hand, and the Parent Entity, on the other hand, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents Parent Entity provides to the Trustee is for informational purposes only and the Trustee’s receipt of Holders unaudited supplemental financial information that explains in reasonable detail the differences between the information relating to such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with Parent Entity and any of its covenants hereunder (as Subsidiaries other than the Issuer and its Restricted Subsidiaries, on the one hand, and the information relating to which the Trustee is entitled to rely exclusively Issuer and its Restricted Subsidiaries on Officers’ Certificates)a stand-alone basis, on the other hand. (b) For so long as any of the Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, the Company and the Guarantors Issuer will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject Notwithstanding anything herein to the periodic contrary, the Issuer will not be deemed to have failed to comply with any provision of this reporting requirements covenant for purposes of Section 6.01(4) hereof as a result of the Exchange Act late filing or provision of any required information or report until 90 days after the date any such information or report was due. (d) Delivery of reports, information and documents referred to above to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any reasoninformation contained therein or determinable from information contained therein, including the Company will nevertheless continue filing Issuer’s compliance with any of its covenants hereunder (as to which the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable Trustee is entitled to a non-accelerated filer unless the SEC will not accept such a filingrely exclusively on Officer’s Certificates). The Company agrees that it will not take any action for the purpose of causing the SEC not Trustee shall have no duty 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 review or analyze reports referred delivered to in the preceding paragraphs on its website within the time periods that would apply if it was required to file those reports with the SECit.

Reports. (a) Whether Parent and each of its Subsidiaries have timely filed all reports, registration statements, proxy statements and other materials, together with any amendments required to be made with respect thereto, that they were required to file since December 31, 2018 with the Regulatory Agencies and each other applicable Governmental Entity, and all other reports and statements required to be filed by them since December 31, 2018, including any report or statement required to be filed pursuant to the Laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency or other Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, and there are no violations or exceptions in any such report or statement that are unresolved as of the date hereof. (b) An accurate and complete copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished to the SEC by Parent pursuant to the Securities Act or the Exchange Act since December 31, 2018 and prior to the date of this Agreement (the “Parent SEC Reports”) is publicly available. No such Parent SEC Report, at the time filed, furnished or communicated (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not required by misleading, except that information filed as of a later date (but before the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Parent SEC Reports complied as to form with the published rules and regulations of the SECSEC with respect thereto. As of the date of this Agreement, so long as no executive officer of Parent has failed in any Notes respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date hereof, there are outstanding, no outstanding comments from or unresolved issues raised by the Company will furnish SEC with respect to any of the Trustee and Parent SEC Reports. None of the Holders Subsidiaries of Notes or cause the Trustee Parent is required to furnish to the Holders of Notes (or file periodic reports with the SEC for public availabilityor any other Governmental Entity pursuant to Section 13 or 15(d) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses Exchange Act (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periodsother than Form 13F), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company Parent 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 compliance with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose listing and corporate governance rules and regulations 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 paragraphs on its website within the time periods that would apply if it was required to file those reports with the SECNasdaq.

Reports. (a) Whether The Company has filed all reports, forms, statements and other documents required to be filed with the SEC pursuant to the Exchange Act from and including June 30, 1993 (collectively, including any financial statements or not schedules included or incorporated by reference therein, the "COMPANY SEC DOCUMENTS"). Each of the Company SEC Documents, as of its filing date and at each time thereafter when the information included therein was required by to be updated pursuant to the rules and regulations of the SEC, so long as any Notes are outstanding, complied in all material respects with all applicable requirements of the Securities Act and the Exchange Act. None of the Company will furnish to SEC Documents, as of their respective filing dates or any date thereafter when the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be included therein was required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required updated 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 on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Documents filed prior to or after the date of this Agreement (but prior to the date on which the Offer is consummated, and excluding the Company SEC Documents described in Section 4.8 hereof) fairly presents or will file a copy fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present or will fairly present in all such information material respects the consolidated results of operations and reports referred to in clauses the cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the financial statements (1including the related notes) and (2) above with the SEC for public availability within the time periods specified included in the SEC’s rules and regulations Company SEC Documents filed prior to or after the date of this Agreement (giving effect but prior to applicable grace periods), unless the SEC will not accept such a filingdate on which the Offer is consummated, and make such information available to securities analysts and prospective investors upon request. The excluding the Company SEC Documents described in Section 4.8 hereof) has been prepared or will at be prepared in all times comply material respects in accordance with TIA Section 314(a). Delivery of such reportsgenerally accepted accounting principles consistently applied during the periods involved, information and documents except (i) as otherwise noted therein, (ii) to the Trustee is for informational purposes only and extent required by changes in generally accepted accounting principles or (iii) in the Trustee’s receipt case of such will not constitute constructive notice of any information contained therein or determinable from information contained thereinunaudited financial statements, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)normal year-end audit adjustments. (b) For so long as The Company has heretofore made available or promptly will make available to Purchaser a complete and correct copy of any Notes remain outstandingamendments or modifications, which have not yet been filed with the SEC, to agreements, documents or other instruments which previously had been filed by the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 pursuant to the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECExchange Act.

Reports. (a) Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or shall file with the SEC for public availabilityand provide the Trustee and Holders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided within the time periods specified in for the SEC’s rules filings of such reports under such Sections and regulations (giving effect to applicable grace periods): (1) containing all quarterly the information, audit reports and annual financial information that would be exhibits 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 on the annual financial statements by the Company’s independent registered public 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 for such reports. In additionIf, whether or not required by the rules and regulations of the SECat any time, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will is 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 sentence with the SEC within the time periods specified above that are applicable to a non-accelerated filer required unless the SEC will not accept such a filing. 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. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s such filings for any reason, the Company will shall post the specified reports referred to in the preceding paragraphs on its website within the time periods that would apply if it was the Company were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph 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 the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act.

Reports. (a) Whether Meadowbrook has filed or not required by the rules furnished, as applicable, all forms, statements, certifications, reports and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be documents required to be filed or furnished by it with the SEC on Form 8under the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date hereof, including any amendments thereto, the “Meadowbrook Reports”). Each of the Meadowbrook Reports, as of its respective date (or, if amended prior to the date hereof, as of the date of such amendment) complied in all material respects with, to the extent in effect at the time of filing, the applicable requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-K if the Company were required to file such reports. In addition▇▇▇▇▇ Act, whether or not required by the and any rules and regulations promulgated thereunder applicable to the Meadowbrook Reports. As of their respective dates (or, if amended prior to the date hereof, as of the SECdate of such amendment), the Company will file Meadowbrook Reports did not contain any untrue statement of a copy of all such information and reports referred material fact or omit 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 (giving effect state a material fact required to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained be stated therein or determinable from information contained necessary to make the statements made therein, including in light of the Company’s compliance with any of its covenants hereunder (as to circumstances in which the Trustee is entitled to rely exclusively on Officers’ Certificates)they were made, not misleading. (b) For so long Except as permitted by the Exchange Act, including Sections 13(k) or rules of the SEC, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, neither Meadowbrook nor any Notes remain outstandingof its Subsidiaries has extended or maintained credit, arranged for the Company and extension of credit or renewed an extension of credit in the Guarantors will furnish form of a personal loan to any executive officer or director of Meadowbrook within the Holders and to securities analysts and prospective investors, upon their request, meaning of Section 13(k) of the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Exchange Act. (c) If Meadowbrook maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Company Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Meadowbrook is no longer subject recorded and reported on a timely basis to the periodic reporting requirements individuals responsible for the preparation 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 Meadowbrook’s filings with the SEC within and other public disclosure documents. Meadowbrook and its Subsidiaries maintain internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the time periods specified above Exchange Act). Meadowbrook has completed an evaluation of the effectiveness of its internal control over financial reporting in compliance with Section 404 of the Sarbanes Oxley Act for the year ended December 31, 2006, and such evaluation concluded that such controls were effective. Meadowbrook has disclosed and identified, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date hereof, for Meadowbrook’s auditors and the audit committee of Meadowbrook’s board of directors (A) any significant deficiencies in the design or operation of its internal controls over financial reporting that are applicable reasonably likely to adversely affect Meadowbrook’s ability to record, process, summarize and report financial information, (B) any material weaknesses in internal control over financial reporting and (C) any fraud, whether or not material, that involves management or other employees who have a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Companysignificant role in Meadowbrook’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on or its website within the time periods that would apply if it was required to file those reports with the SECSubsidiaries’ internal control over financial reporting.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company Issuer will furnish to the Trustee and the Holders holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1A) all quarterly and annual financial information that would be required to be contained in a filing with reports of the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public 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 (B) all quarterly and current reports of the Issuer that would be required to be furnished with the SEC on Form 6‑K if the Issuer were required to furnish such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. Each annual report on Form 20‑F will include a report on the Issuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. To the extent such filings are made with the SEC, the Company reports will file a copy of all such information and reports referred be deemed 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents have been furnished to the Trustee is for informational purposes only and the Trustee’s receipt holders of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filingNotes. The Company 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 CompanyIssuer’s filings for any reason, the Company Issuer will (i) post (or cause to be posted) the reports referred to in the preceding paragraphs this Section 4.03(a) on its website with no password protection within the time periods that would apply if it was the Issuer were required to file those reports with the SEC, (ii) not later than ten (10) Business Days after the time the Issuer posts its quarterly and annual reports on its website, hold (or cause to be held) a quarterly conference call to discuss the information contained in such reports and (iii) no fewer than two (2) Business Days prior to the date of the conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a news release to appropriate wire services announcing the time and date of such conference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in, the Notes and securities analysts and market makers to contact an individual at the Issuer (for whom contact information shall be provided in such news release) to obtain the information on how to access such conference call. (b) In addition, the Issuer agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the holders and 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.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company Parent Guarantor will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC Commission for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):: (1) all quarterly and annual financial information that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K 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 on the annual financial statements thereon by the CompanyParent Guarantor’s independent registered public 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 (1) or (2), if the last day of any such time period is not a Business Day, such information will be due on the next succeeding Business Day. In addition, whether or not required by All such information will be prepared in all material respects in accordance with all of the rules and regulations of the SECCommission applicable to such information. (b) If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X, substituting 5% for 3% where applicable), then the quarterly and annual financial information required by clause (a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, 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 the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. (c) This Section 4.03 will file a copy not impose any duty on the Company or the Parent Guarantor under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of all such 2002 and the related Commission rules that would not otherwise be applicable. (d) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144 and the Parent Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Parent Guarantor will furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) The Parent Guarantor will be deemed to have furnished to the Holders and reports to prospective investors the information referred to in clauses subclauses (1) and (2) above 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 the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect access to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities analysts current and prospective investors upon requestinvestors. The For purposes of this Indenture, the term “Parent Guarantor or Company will at all times comply with TIA Section 314(a). Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Parent Guarantor may from time to time designate in writing to the Trustee. (f) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Parent will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within ), no later than thirty days after the expiration of the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 on the annual financial statements thereon by the CompanyParent’s certified independent registered public 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. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SECapplicable to such reports. In addition, the Company Parent will file a copy of all such information and 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 SEC’s rules and regulations above (giving effect to applicable grace periods), unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, and make at any time, the Parent is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent will nevertheless continue filing the reports specified 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 information available to securities analysts and prospective investors upon requesta filing. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such Parent will not constitute constructive notice take any action for the purpose of causing the SEC not to accept any information contained therein or determinable from information contained thereinsuch filings. If, including notwithstanding the Companyforegoing, the SEC will not accept the Parent’s compliance with filings for any of reason, the Parent will post the reports referred to in the preceding paragraphs on its covenants hereunder (as to which website within the Trustee is entitled to rely exclusively on Officers’ Certificates)time periods specified in this Section 4.03. (b) If the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 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 Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent. (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (cd) If Notwithstanding the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reasonforegoing, the Company will nevertheless continue filing Parent shall be deemed to have furnished the reports specified in the preceding required by paragraphs (a) and (b) of this Section 4.03 to the Trustee and the Holders on the date the Parent files such reports with the SEC within via the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept E▇▇▇▇ filing system (or any successor thereto) and such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECbecome publicly available.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers (giving effect to including any applicable grace periodsextensions thereto): (1a) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 on the annual financial statements by the Company’s independent registered public 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; provided that the electronic filing of the foregoing reports by the Issuer on the SEC’s ▇▇▇▇▇ system (or any successor system) or the public posting of the foregoing reports on the Issuer’s website shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and any Holder of Notes. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SECSEC applicable to such reports. If, at any time, the Company Issuer does not have a class of equity listed on a national securities exchange, the Issuer will file schedule a copy conference call to be held reasonably promptly, but not more than ten Business Days following the release of all such each report containing the financial information and reports referred to in clauses clause (1) and (2a) above to discuss the information contained in such report. The Issuer will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to clause (a) above. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC for public availability within the time periods specified in reports required by the SEC’s rules and regulations (giving effect to applicable grace periods)preceding paragraphs, 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, 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. (c) If Act for so long as the Company is no longer Notes are subject to resale restrictions under Rule 144 under the periodic reporting requirements Securities Act. 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 Exchange Act for Issuer; provided that, to the 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 reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC information is not provided within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept in this Section 4.03 and such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoinginformation is subsequently provided, the SEC Issuer will not accept the Company’s filings for be deemed to have satisfied its obligations with respect thereto at such time and any reason, the Company will post the reports referred Default with respect thereto shall be deemed to in the preceding paragraphs on its website within the time periods that would apply if it was required to file those reports with the SEChave been cured.

Reports. (a) Whether or not required by the rules and regulations of the SECSince January 1, so long as any Notes are outstanding1997, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be Seller has timely filed with the SEC on Form 8-K if and the Company were required to file such reports. In addition, whether or not NASD all Securities Documents required by the rules Securities Laws and regulations such Securities Documents complied in all material respects with the Securities Laws and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the SECcircumstances under which they were made, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)misleading. (b) For so long as any Notes remain outstandingThe Seller, the Company Seller's Bank and each of the Guarantors will furnish Seller's Subsidiaries has timely filed and made available to the Holders Buyer true and to securities analysts complete copies of all forms, reports and prospective investors, upon their request, the information documents required to be delivered pursuant to Rule 144A(d)(4filed by each of them with all appropriate federal or state governmental or regulatory authorities charged with the supervision of banks or bank holding companies or engaged in the insurance of bank deposits, including without limitation, the Commissioner of Banks of The Commonwealth of Massachusetts (the "Massachusetts Commissioner"), the FRB, and the FDIC (collectively, the "Bank Regulators") under since January 1, 1997, and have paid all fees and assessments due and payable in connection therewith. Such reports as of their respective date of filing complied in all material respects with the Securities Act. requirements of all laws, rules and regulations enforced or promulgated by such Bank Regulators. Except for normal periodic examinations conducted by the FDIC, the Massachusetts Commissioner or any other Bank Regulator in the regular course of the business of the Seller, the Seller's Bank and the Seller's Subsidiaries (c) If the Company is "Bank Examinations"), no longer subject Bank Regulator has initiated any proceeding or, to the periodic reporting requirements knowledge of the Exchange Act for any reasonSeller, investigation into the business or operations of the Seller, the Company will nevertheless continue filing Seller's Bank or any of the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filingSeller's Subsidiaries since December 31, 1996. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoingSeller, the SEC will Seller's Bank and the Seller's Subsidiaries have not accept the Company’s filings for received any reasonobjection from any regulatory agency to any of their responses to any violation, the Company will post the reports referred criticism or exception by any Bank Regulator with respect to in the preceding paragraphs on its website within the time periods that would apply if it was required any report or statement relating to file those reports with the SECany examinations, which objection remains unresolved.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s Commission's rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements by the Company’s 's certified independent 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. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, following the consummation of the exchange offer contemplated by the registration rights agreement, whether or not required by the rules and regulations of the SECCommission, the Company will file a copy of all such of the information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (giving effect to applicable grace periods), unless the SEC Commission will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The In addition, the Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained thereinSubsidiary Guarantors have agreed that, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For for so long as any Notes remain outstanding, the Company and the Guarantors they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject . Delivery of such reports, information and documents to the periodic reporting requirements Trustee is for informational purposes only and the Trustee's receipt of the Exchange Act for such shall not constitute constructive notice of any reasoninformation contained therein or determinable from information contained therein, 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept including the Company’s filings for 's compliance with any reason, of its covenants hereunder (as to which the Company will post the reports referred Trustee is entitled to in the preceding paragraphs rely exclusively on its website within the time periods that would apply if it was required to file those reports with the SECOfficers' Certificates).

Reports. (a) Whether Since January 1, 2012, (i) the Company has filed all Company SEC Reports required to be filed with the SEC. The Company SEC Reports filed on or prior to the date of this Agreement were prepared in all material respects in accordance with the requirements of the Securities Act, or the Exchange Act, as the case may be, and none of the Company SEC Reports, as of the date it was filed with the SEC, 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 statement therein, in light of the circumstances under which they were made, not misleading. No Company Subsidiary is, as of the date hereof, required to file any form, report or other document with the SEC under Section 12 or 15(d) of the Exchange Act. (b) The Company’s Consolidated Financial Statements (i) comply as to form in all material respects with the then applicable published Regulations of the SEC and GAAP applied on a consistent basis throughout the periods involved (except (A) to the extent required by changes in GAAP, (B) as may be indicated in the notes thereto and (C) in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act) and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, and changes in stockholders’ equity and cash flows of the Company and the Company’s consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). (c) Except as set forth in Section 4.7(c) of the Company’s Disclosure Letter, the Company and its Subsidiaries have no liabilities or obligations (whether absolute, accrued or contingent) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations (i) reflected or reserved against in the Company’s Consolidated Balance Sheet or as otherwise disclosed in the Company SEC Reports, (ii) incurred in the ordinary course of business consistent with past practice since December 31, 2013 or pursuant to any Material Contract, (iii) arising out of this Agreement or (iv) that individually or in the aggregate would not have a Company Material Adverse Effect. (d) The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to the Company’s auditors and the audit committee of the Company’s Board of Directors (i) all significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (ii) any fraud, whether or not material, of which there is Knowledge of the Company that involves management or other employees who have a significant role in the Company’s internal controls. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the Knowledge of the Company, such disclosure controls and procedures are effective in alerting in a timely fashion the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. With respect to each annual report on Form 10-K and each quarterly report on Form 10-Q included in the Company SEC Reports, the Company’s principal executive officer and its principal financial officer have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations of promulgated by the SEC, so long and the statements contained in any such certifications are complete and correct. (e) Except as any Notes are outstandingwould not result in a Company Material Adverse Effect, the Company will furnish maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for physical assets is compared with the existing physical assets at reasonable intervals and appropriate actions are taken with respect to any differences. (f) Except as disclosed in the Company’s SEC Reports filed prior to the Trustee and the Holders date of Notes this Agreement, there are no related party transactions or cause the Trustee to furnish off-balance sheet structures or transactions with respect to the Holders Company or any of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information its Subsidiaries that would be required to be contained reported or set forth 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 on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Reports. (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) ), within the time periods specified in the SEC’s rules and regulations (applicable to a non-accelerated filer, after giving effect to all applicable grace extensions and cure periods):: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 on the annual Company’s consolidated 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 on Form 8-K if the Company were required to file such reports. In additionThe availability of the foregoing reports on the SEC’s ▇▇▇▇▇ filing system will be deemed to satisfy the foregoing delivery requirements. (b) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, whether or not if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company, then the annual and quarterly information required by Section 4.03(a)(1) shall include a reasonably detailed presentation, either on the rules and regulations face of the SECfinancial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. (c) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any information required by this Section 4.03 shall be deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon furnishing such information as contemplated by this covenant (but without regard to the date on which such information or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders in Section 6.01 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (d) The Company will hold and participate in conference calls with the Holders of the Notes, Beneficial Owners of the Notes, bona fide prospective investors, securities analysts and market makers with respect to the financial information required to be furnished pursuant to Section 4.03(a)(1) no later than ten Business Days after distribution of such financial information, unless, in each case, the Company reasonably determines that to do so would conflict with applicable securities laws, including in connection with any pending offering of securities. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders. The Company shall, no later than three Business Days prior to the date of the conference calls required to be held in accordance with this paragraph, announce the date and time of such conference calls and all information necessary to enable Holders of Notes and security analysts to obtain access to such calls. (e) So long as any Notes are outstanding, the Company will file also maintain a copy of all such information website to which Holders, prospective investors, broker-dealers and reports referred to in clauses securities analysts are given access (1which may be password protected) and to which all of the reports required by this Section 4.03 are posted (2) above with and by which posting the SEC for public availability within Company shall be deemed to have furnished such the time periods specified in the SEC’s rules and regulations (giving effect reports required by this Section 4.03 to applicable grace periodssuch Persons), unless they are otherwise publicly filed with the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. SEC. (f) The Company will at all times comply with TIA Section 314(a). shall furnish to the Holders and Beneficial Owners of the Notes, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (g) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not Trustee shall have no duty or obligation whatsoever to accept any such filings. Ifmonitor or confirm, notwithstanding the foregoingon a continuing basis or otherwise, the SEC will not accept the Company’s filings for or any reasonother 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 will post the Company’s or other person’s website or otherwise, to examine such reports, information, documents and other reports referred to in the preceding paragraphs on its website within the time periods that would apply if it was required to file those reports ensure compliance with the SECprovisions of this Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in any conference calls.

Reports. (a) Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will furnish to provide the Trustee and the Holders of Notes within 15 Business Days after filing, or cause in the Trustee to furnish to event no such filing is required, within 15 Business Days after the Holders end of Notes (or file with the SEC for public availability) within the time periods specified in those sections and any extension period granted under section 12b-25 of the SEC’s rules and regulations (giving effect to applicable grace periods):Exchange Act with: (1) all quarterly and annual 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 Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s independent registered public accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by ; provided that the rules and regulations of foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company will file separately electronically deliver such reports to the Trustee). If a copy Parent Entity has provided the information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have satisfied such requirements; provided the Parent Entity provides to the Trustee and the Holders of all Notes unaudited supplemental financial information substantially similar to that included in the Offering Memorandum that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. (b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) 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 and reports referred to in clauses or report was due. (1d) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will furnish to provide the Trustee and the Holders of Notes within 15 Business Days after filing, or cause in the Trustee to furnish to event no such filing is required, within 15 Business Days after the Holders end of Notes (or file with the SEC for public availability) within the time periods specified in those sections and any extension period granted under Section 12b-25 of the SEC’s rules and regulations (giving effect to applicable grace periods):Exchange Act with: (1) all quarterly and annual 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 Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the Company’s independent registered public accountants; , and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by ; provided that the rules and regulations of foregoing delivery requirements will be deemed satisfied if the foregoing materials are available on the SEC’s ▇▇▇▇▇ system or on the Company’s website within the applicable time period specified above (provided that if posted to a secure internet portal, the Company will file separately electronically deliver such reports to the Trustee). If a copy Parent Entity has provided the information as required by the foregoing paragraphs as if such Parent Entity were the Company, the Company shall be deemed to have satisfied such requirements; provided the Parent Entity provides to the Trustee and the Holders of all Notes unaudited supplemental financial information substantially similar to that included in the Offering Memorandum that explains in reasonable detail the differences between the information relating to such Parent Entity and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand. (b) For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company shall furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) 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 and reports referred to in clauses or report was due. (1d) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents referred to above, to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file Notes, within five days of filing such reports with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements by the Company’s 's certified independent registered public 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. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, following consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company will shall file a copy of all such of the information and reports referred to in clauses (1i) and (2ii) above with the SEC for public availability within the time periods specified in the SEC’s 's rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The Moreover, the Company will at all times comply with TIA Section 314(a). Delivery of such reportsagrees, information and documents to the Trustee is any Guarantor shall agree, that, for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will it shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject to the periodic reporting requirements . Reports and other filings made by DASI that include all 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports information referred to in clauses (i) and (ii) above with respect to DASI and its consolidated subsidiaries shall be deemed to satisfy the preceding paragraphs on obligations of the Company and/or the Guarantors set forth above as long as such reports and filings include the information required by the staff of the SEC under its website within interpretations of SAB 53; provided that DASI does not have any business operations other than those conducted through the time periods that would apply if it was required to file those reports with the SECCompany.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Partnership will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) ), within the time periods specified in the SEC’s rules and regulations (giving effect applicable to applicable grace periods):an accelerated filer: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Partnership 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 on the annual Partnership’s consolidated financial statements by the CompanyPartnership’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Partnership were required to file such reports. In addition, whether or not required by The availability of the foregoing reports on the SEC’s ▇▇▇▇▇ filing system will be deemed to satisfy the foregoing delivery requirements. All such reports will be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. If, notwithstanding the SECforegoing, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filingthe Partnership’s filings for any reason, and make such information available the Partnership will post the reports referred to securities analysts and prospective investors upon request. The Company will at all times comply in the preceding paragraphs on its website within the time periods applicable to an accelerated filer that would apply if the Partnership were required to file those reports with TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)SEC. (b) If the Partnership has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X), then the quarterly and annual financial information required by Section 4.03(a) will include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Partnership. (c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or information required by this Section 4.03 shall be deemed cured (and the Partnership shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or information as contemplated by this Section 4.03 (but without regard to the date on which such report or information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the holders under Article 6 hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (d) For so long as any Notes remain outstanding, the Company 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. (ce) If This Section 4.03 does not impose any duty on the Company is no longer subject Partnership under the Sarbanes Oxley Act of 2002 and the related SEC rules that would not otherwise be applicable. (f) The Partnership will be deemed to have furnished 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 that are applicable Holders and to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post prospective investors the reports referred to Section 4.03(a)(1) and (2) or the information referred to in Section 4.03(d) if the preceding paragraphs Partnership has posted such reports or information on its website within the Partnership Website. For purposes of this Section 4.03, the term “Partnership 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 Partnership may from time periods that would apply if it was required to file those reports with time designate in writing to the SECTrustee.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, outstanding the Company Issuer will furnish to the Trustee and Cede & Co., as the nominee of the DTC, on behalf of the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s Commission's rules and regulations (giving effect to applicable grace periods):for a non-accelerated filer: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuer were required to file such Forms, including a “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s Issuer'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 Issuer were required to file such reports. ; provided, that if the Issuer files such reports electronically with the Commission's Electronic Data Gathering Analysis and Retrieval System (or any successor system) within such time periods, the Issuer shall not be required under this Indenture to furnish such reports as specified above. (b) In addition, following the date by which the Issuer is required to consummate the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SECCommission, the Company Issuer will file a copy of all such of the information and reports referred to in clauses (1Sections 4.17(a)(1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (giving effect to applicable grace periods), unless the SEC Commission will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reportsIn addition, information and documents to the Trustee is for informational purposes only Issuer and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained thereinGuarantors have agreed that, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For for so long as any Notes (but not the Exchange Notes) remain outstanding, the Company and the Guarantors they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If In addition, if at any time any Parent becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Company is no longer subject to Capital Stock of the periodic reporting Issuer or any direct or indirect parent of the Issuer (and performs only the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Exchange Act for Commission (or any reasonsuccessor provision), the Company will nevertheless continue filing reports, information and other documents required to be filed and furnished to holders of the reports specified in the preceding paragraphs of Notes pursuant to this Section 4.03 with 4.17 may, at the SEC option of the Issuer, be filed by and be those of such Parent rather than the Issuer. (d) To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that are applicable such cure shall not otherwise affect the rights of the Holders under Section 6.01 if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to a non-accelerated filer unless the SEC will be due and payable immediately and such declaration shall not accept have been rescinded or cancelled prior to such a filingcure. The Company agrees that it will Trustee shall not take be under a duty to review or evaluate any action report or information delivered to the Trustee pursuant to the provisions of this Section 4.17 for the purpose purposes of causing making such reports available to it and to the SEC Holders of the Notes who may request such information. Delivery of such reports, information and documents to the Trustee as may be required under this Section 4.17 is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to accept any such filings. If, notwithstanding which the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred Trustee is entitled to in the preceding paragraphs rely exclusively on its website within the time periods that would apply if it was required to file those reports with the SECan Officers' Certificate).

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee Holders and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Trustee, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, 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 on the annual consolidated financial statements of the Company by the Company’s its 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 Issuers were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations preceding paragraph shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect wholly-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns 100% of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the Company will file a copy reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns 100% of all such the outstanding common equity interests of the Issuers) (including any consolidating financial information and reports referred required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in clauses (1) and (2) above compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 provisions of this Section 314(a)4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such will 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 Officers’ ' Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability(unless the SEC will not accept such filings) within and furnish to the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) Noteholders all quarterly and annual financial information, and within 15 days of the dates such information is filed with the SEC, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if (including pursuant to any extension authorized by the SEC, rule, regulation or executive order). In addition, to the extent not satisfied by the foregoing, the Company were will furnish to Holders of the Notes and prospective investors in the Notes, upon their request, the information required to file such Forms, including a “Management’s Discussion and Analysis be delivered pursuant to Rule 144A(d)(4). The Company will be deemed to have satisfied the requirements of Financial Condition and Results the first paragraph of Operations” and, this Section 405 if any Parent Entity furnishes or makes available information regarding the Parent Entity of the type otherwise so required with respect to the annual information only, a report on Parent Guarantor and such Parent Entity is subject to the annual financial statements by reporting requirements of Section 13(a) or 15(d) of the Company’s independent registered public accountants; and (2Exchange Act and has filed reports required under Section 13(a) all current reports that would be required to be filed or 15(d) of the Exchange Act with the SEC via ▇▇▇▇▇ (or successor) filing system and such reports are publicly available, in each case provided that the same is accompanied by information describing the non-equity differences between the financial information relating to such Parent Entity and its Subsidiaries, on Form 8-K if the one hand, and the financial information relating to the Parent Guarantor and its Subsidiaries, on the other hand (as determined by the Company were required to file such reports. In additionin good faith, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses (1which determination shall be conclusive) and (2) above for the avoidance of doubt need not be audited or compliant with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Regulation S-X. Delivery of such any reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will 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 Officers’ Certificatesan Officer’s Certificate). (b) For so long as . 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 Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 or other documents filed with the SEC within the time periods specified above that are applicable or posted to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not website or to accept participate in 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 paragraphs on its website within the time periods that would apply if it was required to file those reports with the SECconference calls.

Reports. (a) Whether On or not required by before the rules and regulations 10th of the SEC, so long as any Notes are outstandingeach month, the Company Servicer will furnish provide to the Trustee and Owner or its designee a computer tape or electronically transmitted data file containing the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company 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 onlyas may be agreed upon by the parties 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 annual financial statements by amount of the Company’s independent registered public accountantsaggregate 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 (2xiv) all current reports that would be required the aggregate amount to be filed with remitted to the SEC Owner on Form 8-K if such Monthly Remittance Date. The Servicer may submit the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such foregoing information and reports referred to in clauses (1) and two (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such separate reports, information one relating to Mortgage Loans sold by WMBFA and documents one relating to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Mortgage Loans sold by Washington Mutual Bank and/or Washington Mutual Bank fsb. (b) For so long as any Notes remain outstandingUpon reasonable advance notice in writing, the Company Servicer shall provide to 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 and documentation regarding the Mortgage Loans and the Guarantors will furnish 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 been satisfied to the Holders extent that substantially comparable information shall be provided to the Owner pursuant to any requirements of the Internal Revenue Code as from time to time are in force. The Servicer shall prepare and to securities analysts file any and prospective investorsall tax returns, upon their request, the information statements or other filings required to be delivered to any governmental taxing authority or to the Owner pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject any applicable law with respect to the periodic reporting requirements of Mortgage Loans and the Exchange Act for any reasontransactions contemplated hereby. In addition, the Company will nevertheless continue filing Servicer shall provide the reports specified in Owner with such information concerning the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action Mortgage Loans as is necessary for the purpose of causing Owner to prepare its federal income tax return as the SEC not Owner may reasonably request from time 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 paragraphs on its website within the time periods that would apply if it was required to file those reports with the SECtime.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or Issuer shall electronically file with the SEC for public availability) within Commission by the time periods respective dates specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):the “Required Filing Date”), unless, in any such case, such filings are not then permitted by the Commission: (1a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K 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 on the annual financial statements by the CompanyIssuer’s certified independent registered public 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. In addition, whether or ; If such filings with the Commission are not required then permitted by the rules and regulations Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail (or, when the Notes are in the form of Global Securities, send pursuant to the applicable procedures of the SECCommon Depositary) 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 required to file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the Company will file a copy of all such reports, information and reports referred other documents required to in clauses (1) be filed and (2) above with furnished to Holders of the SEC for public availability within Notes pursuant to this Section 4.4 may, at the time periods specified in option of the SEC’s rules Issuer, be filed by and regulations (giving effect to applicable grace periods), unless be those of the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon requestParent Guarantor rather than the Issuer. The Company will at all times comply with TIA Section 314(a)availability of the foregoing reports on the Commission’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and Holders. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will 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 Officers’ Certificates). (b) For so long as any Notes remain outstanding. The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company and Issuer’s or any other person’s compliance with any of the Guarantors will furnish covenants under the Indenture, to determine whether the Holders and to securities analysts and prospective investorsIssuer posts reports, upon their requestinformation 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 required from the SEC’s website (including via the ▇▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to be review or analyze reports delivered pursuant to Rule 144A(d)(4) under it to ensure compliance with the Securities Act. (c) If the Company is no longer subject to the periodic reporting requirements provisions of the Exchange Act for Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECconference calls.

Reports. (a) Whether or not required by the rules With respect to each calendar year, and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods frame specified in by the SEC’s rules Management Committee, the Management Committee or any duly authorized Officer(s) shall cause to be prepared and regulations (giving effect delivered to applicable grace periods):each Partner: (1i) all quarterly a statement of operations and annual financial information that would be required to be contained in a filing with statement of cash flows for such year, a balance sheet and a statement of each Partner’s Capital Account as of the SEC on Forms 10-Q end of such year, and 10-K if an audited report thereon of the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect independent certified public accountant to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsPartnership; 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 additionfederal, whether or not required by the rules state and regulations of the SEC, the Company will file a copy of all local income tax returns and such other accounting and tax information and reports referred schedules as shall be necessary for tax reporting purposes by each Partner with respect 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)year. (b) For so long as The Management Committee or any Notes remain outstanding, the Company duly authorized Officer(s) shall cause to be prepared and the Guarantors will furnish delivered to the Holders Partners the following information within 90 Days after the end of each calendar year: (i) a discussion and analysis of the results of operations including detailed explanations of significant variances in revenues, expenses and cash flow activities appearing in the audited financial statements, as compared to securities analysts the same periods in the prior calendar year, and prospective investorsrelevant operational statistics, upon their requestincluding volumetric data; (ii) a schedule of amounts due by year for contractual obligations that will impact Available Cash, including, but not limited to, notes payable, capital leases, operating leases, and purchase obligations; and (iii) such forecasts as are specified by the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActManagement Committee. (c) If Within 30 Days after the Company is no longer subject end of each calendar month, the Management Committee or any duly authorized Officer(s) shall cause to be prepared and delivered to each Partner with an appropriate certification of the Person authorized to prepare the same (provided that the Management Committee may change the financial statements required by this Section 8.2(c) to a quarterly basis or may make such other change therein as it may deem appropriate): (i) A statement of operations for such month (including sufficient information to permit the Partners to calculate their tax accruals) and for the portion of the calendar year then ended as compared with the same periods for the prior calendar year and with the budgeted results for the current periods; and (ii) A balance sheet and a statement of each Partner’s Capital Account as of the end of such month and the portion of the calendar year then ended. (d) Within 30 Days after the end of each of the first three calendar quarters of each year, the Management Committee or any duly authorized Officer(s) shall cause to be prepared and delivered to each Partner (i) a statement of operations for such quarter and year-to-date, a statement of cash flows and a statement of each Partner’s Capital Account for the year-to-date period, and a balance sheet as of the end of such quarter, (ii) a discussion and analysis of the results of operations including detailed explanations of significant variances in revenues, expenses and cash flow activities appearing in the financial statements (as formally reviewed by the independent certified public accountants to the periodic reporting requirements of Partnership), as compared to the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified same periods in the preceding paragraphs prior calendar year, and relevant operational statistics, including volumetric data, and (iii) within 40 Days after the end of this Section 4.03 with such quarter, a formal review report thereon by the SEC within independent certified public accountant. (e) The Management Committee or any duly authorized Officer(s) shall also cause to be prepared and delivered to each Partner such other reports, forecasts, studies, budgets and other information as the Management Committee may request from time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECtime.

Reports. (a) Whether or not required by the rules and regulations Deliver to Lenders a copy of the SEC, so long as any Notes are outstanding, the Company will furnish following to the Trustee extent delivered to Revolving Loan Agent: (i) on or before the twentieth (20th) day of each month as of and for the Holders prior month (or more frequently if required under the Revolving Loan Documents): (A) accounts receivable agings inclusive of Notes or cause the Trustee to furnish reconciliations to the Holders general ledger, (B) accounts payable schedules inclusive of Notes reconciliations to the general ledger, (C) perpetual Inventory reports inclusive of reconciliations to the general ledger, (D) a detailed report summarizing all cash and Cash Equivalents of Quantum and its Subsidiaries (including an indication of which amounts constitute Qualified Cash and at which Blocked Account Banks such Qualified Cash is maintained), and (E) a Borrowing Base Certificate (which shall be calculated as of the last day of the prior month and which shall not be binding upon Agent or file with the SEC for public availabilityLenders or restrictive of Agent’s or Lenders’ rights under this Agreement), and (ii) within forty-five (45) days after the end of each fiscal quarter, (A) a list of all Material Customers, and (B) a roll-forward of the production Inventory reserve; (b) on or before the last day of each month, commencing with January 31, 2019, deliver to Lenders a thirteen (13) week cash flow forecast, commencing as of the first day of the week in which it was delivered, prepared by Quantum and covering Quantum and its Subsidiaries on a consolidated basis, which cash flow forecast shall be in a form substantially similar to the form provided to the Lenders prior to the Closing Date and prepared in good faith based upon assumptions which the Borrowers believe to be reasonable in light of the conditions existing at the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):of delivery thereof; (1c) promptly following the request of the Required Lenders, deliver to Lenders such other schedules, documents, reports and/or information regarding the Collateral or the financial condition of the Loan Parties and their Subsidiaries as the Required Lenders may reasonably request; and (d) Agent (acting at the request of the Required Lenders) shall have the right to confirm and verify all quarterly Receivables by any manner and annual financial information that would be required through any medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be contained provided under this Section 9.2 (other than Section 9.2(b)) are to be in a filing with form reasonably satisfactory to 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” Required Lenders and, if applicable, executed by each Loan Party and delivered to Lenders from time to time solely for Lenders’ convenience in maintaining records of the Collateral, and any Loan Party’s failure to deliver any of such items to Lenders shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the annual information only, a report on the annual financial statements Collateral. Unless otherwise agreed to by the Company’s independent registered public accountants; and (2) all current reports that would be required Required Lenders, the items to be filed with the SEC on Form 8-K if the Company were required provided under this Section 9.2 shall be delivered to file such reports. In addition, whether or not required Lenders by the rules and regulations specific method of Approved Electronic Communication designated by the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Required Lenders. (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to provide the Trustee and the Holders of Notes or cause the Trustee to furnish to the and prospective Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect plus any extensions granted pursuant to applicable grace periods):SEC rules) copies of: (1) all annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) quarterly reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form; (3) from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and annual financial information that other reports which the Company would be required to be contained in a filing file with the SEC on Forms 10-Q and 10-K if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding whether 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 is subject to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations periodic reporting requirements of the SECExchange Act, the Company will file nevertheless continue filing the reports specified above unless the SEC will not accept such a copy filing. The Company will not take any action for the purpose of all causing the SEC not to accept any such filings. Notwithstanding the foregoing, to the extent the Company files the information and reports referred to in clauses (1) and through (24) above with the SEC for public availability within and such information is publicly available on the time periods specified Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the SEC’s rules and regulations (giving effect to applicable grace periods)Holders of the Notes. If, unless notwithstanding the foregoing, the SEC will not accept such a filingthe Company’s filings for any reason, and make such information available to securities analysts and prospective investors upon request. The the Company will at all times comply 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 TIA Section 314(a). the SEC. (c) In addition, the Company shall furnish to the Trustee and the Holders, upon their request, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Authority will furnish to file a copy of each of the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file following reports with the SEC for public availabilityavailability (unless the SEC will not accept such a filing, in which case the Authority will otherwise publicly post such reports) and will furnish to the Holders and the Trustee (in each case which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto or by posting to the publicly available website of the Authority) within 15 days after the end of the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):for filings of current, quarterly and annual reports: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Authority were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Authority and its consolidated subsidiaries (showing in reasonable detail, either on the face of the consolidated financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Authority and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Authority, to the extent that would be required by the rules, regulations or interpretive positions of the SEC) and, with respect to the annual information report only, a report on the annual financial statements thereon by the CompanyAuthority’s independent registered public accountantsaccounting firm; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Authority were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so So long as any Notes remain outstanding, at any time that the Company and Authority is not subject to Section 13 or 15(d) of the Guarantors Exchange Act, the Authority will furnish to the Holders 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. (c) If 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 The Authority shall file with the SEC Trustee and provide to Holders (which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto), within 15 days after it files them with the time periods specified above that are applicable to a non-accelerated filer unless NIGC, copies of all reports which the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was Authority is required to file those reports with the SECNIGC pursuant to 25 C.F.R. Part 514.

Reports. (a) Whether or not To the extent Holdings is required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Holdings will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):Holders: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Holdings 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 Holdings and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s Holdings’ certified independent registered public 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 addition, whether or in each case, within the time periods required for filing such forms and reports as specified in the SEC’s rules and regulations, including any extension period under Rule 12b-25 under the Exchange Act (and during any period in which Holdings is not required by the rules and regulations of to file reports with the SEC, the Company will file a copy of all such 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 (giving effect applicable to applicable grace periodsa “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, unless as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured. The filing by Holdings of such information and such reports with the SEC will not accept shall satisfy any requirement under this Indenture to furnish 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 Section 314(a). Delivery of such reports, information and documents reports to the Trustee is and to Holders. In addition, to the extent not satisfied by the foregoing, Holdings will agree that, for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain are outstanding, the Company and the Guarantors it will furnish to the Trustee and to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (cb) If the Company is no longer subject Delivery of reports, information and documents to the periodic reporting requirements Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Exchange Act for Issuer’s, any reason, Guarantor’s or any other Person’s compliance with any of its covenants hereunder (as to which the Company will nevertheless continue filing the reports specified in the preceding paragraphs of Trustee is entitled to rely exclusively on Officer’s Certificates delivered pursuant to this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECIndenture).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Partnership will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability(unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations regulations, and upon request, the Partnership will furnish (giving effect without exhibits) to applicable grace periods):the Trustee for delivery to the Holders of Notes: (1a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Partnership were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the CompanyPartnership’s certified independent registered public accountants; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Partnership were required to file such reports. In additionThe availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If as of the end of any such quarterly or annual period referred to in Section 5.16(a), whether the Partnership has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Partnership shall deliver (promptly after such SEC filing referred to in Section 5.16(a)) to the Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by Section 5.16(a) as revised to 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 Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Partnership. Whether or not required by the rules and regulations of the SEC, the Company Partnership will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities analysts analysts, investors and prospective investors upon request. The Company will at In addition, upon request the Partnership shall furnish the Trustee such other non-confidential information, documents and other reports which the Partnership is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. Any and all times comply Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 5.16 shall be deemed cured (and the Partnership shall be deemed to be in compliance with TIA this Section 314(a5.16) upon furnishing or filing such information or report as contemplated by this Section 5.16 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of the Notes under Article VII hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of Article VII hereof and such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, information and documents to the Trustee pursuant to this Section 5.16 is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyPartnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether DIMAC Holdings shall file with the Trustee copies of the reports, information and other documents (or not required copies of such portions of any of the foregoing as the Commission may by the rules and regulations prescribe) that DIMAC Holdings is required to file with the Commission pursuant to Section 13 or 15(d) of the SECExchange Act, so long as any Notes are outstandingwithin 15 days after filing such reports, information and other documents with the Company will furnish Commission. If DIMAC Holdings is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, DIMAC Holdings shall file with the Trustee all such reports, information and other documents as it would be required to file if it were subject to the Holders requirements of Notes 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 registration statement with the 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 furnish deliver) copies of all reports, information and documents required to be filed with the Trustee pursuant to this Section 4.3 to the Holders at their addresses appearing in the register of Notes (or file maintained by the Registrar. DIMAC Holdings shall also comply with the SEC for public availabilityprovisions of TIA Section 314(a). (b) within If DIMAC Holdings is required to furnish annual, quarterly or current reports to its stockholders pursuant to the time periods specified 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 SEC’s rules and regulations (giving effect register of Notes maintained by the Registrar within 15 days after such reports are furnished to applicable grace periods): (1) all quarterly and annual financial information that would be stockholders. If DIMAC Holdings is not required to be contained in a filing with furnish annual, quarterly or current reports to its stockholders pursuant to the SEC on Forms 10-Q Exchange Act, DIMAC Holdings shall cause the financial statements of DIMAC Holdings and 10-K if the Company were required to file such Formsits 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 on the annual financial statements by the Company’s independent registered public 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. In addition, whether or not required by the rules Trustee and regulations of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish mailed to the Holders by DIMAC Holdings promptly, but in any event, within 105 days after the end of each of the fiscal years of DIMAC Holdings and to securities analysts and prospective investors, upon their request, within 60 days after the information required to be delivered pursuant to Rule 144A(d)(4) under end of each of the Securities Actfirst three quarters of each such fiscal year. (c) If the Company So long as is no longer subject to the periodic reporting requirements required for an offer or sale of the Exchange Act Notes to qualify for an exemption under Rule 144A, DIMAC Holdings shall, upon request, provide the information required by clause (d)(4) thereunder to each Holder and to each beneficial owner and prospective purchaser of Notes identified by any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs Holder of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECRestricted Securities.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstandingOutstanding, the Company will furnish to shall file with the Trustee and the Holders of Notes or cause the Trustee to shall furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s 's rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual reports filed by the Company with the SEC on Forms 10-Q and 10-K or, if at any time the Company is not required to file such reports with the SEC, all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s 's independent registered public accountants; and (2) all current reports filed by the Company with the SEC on Form 8-K or, if at any time the Company is not required to file such reports with the SEC, all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The Company shall timely file all reports required to be filed with the SEC. In addition, whether or if at any time the Company is not required by the rules and regulations of to file reports with the SEC, the Company will shall file a copy of all such the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s 's rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon requestinvestors. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents to Notwithstanding the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstandingforegoing, the Company and any Subsidiary Guarantors (to the extent that such Subsidiary Guarantors will furnish are so required under the TIA) shall file with the Trustee and the SEC, and transmit to the Holders of the Notes, such information, documents and to securities analysts other reports, and prospective investorssuch summaries thereof, upon their request, the information as may be required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If TIA at 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 times and in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECmanner provided therein.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee The Adviser agrees to furnish to the Holders Subadviser current prospectuses, statements of Notes additional information, proxy statements, reports of shareholders, certified copies of their financial statements (collectively, “Trusts Reports”) as soon as practicable after such Trusts Reports are available to the public, and such other information with regard to their affairs and that of the Trusts as the Subadviser may reasonably request. Adviser will provide Subadviser access to a list of the affiliates of Adviser or file the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the SEC for public availabilityuse of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Adviser has delivered or will deliver to the Subadviser current copies of the Trusts’ Prospectus and Statement of Additional Information, and all applicable supplements thereto. The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trusts and/or the Adviser (the “CCO”) within with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the time periods specified Subadviser regarding the Subadviser’s and the Subadviser Affiliates’ compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the SEC’s Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations (giving effect regulations, whether foreign or domestic, in each case, applicable at any time to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if operations of the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, Subadviser with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations provision of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon requestits services under this Agreement. The Company will at all times comply with TIA Section 314(a). Delivery of such reportsSubadviser shall make its officers and employees (including its Chief Compliance Officer) who are responsible for the Portfolio available, information and documents upon reasonable notice to the Trustee is for informational purposes only Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Subadviser Affiliates’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)program and adherence thereto. (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether Subject to the last paragraph of this section, 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 Trustee and the Holders holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K pursuant to Sections 13(a) or 15(d) or any successor provision thereto if the Company were required to file subject thereto. (b) All such reports. In addition, whether or not required by reports will be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. Each annual report will include a report on the SECCompany’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company will file a copy of all such information and each of the reports referred to in clauses (1) and (2) the paragraph above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon requestwill post the reports on its website within those time periods. The Company will at all times comply with TIA Section §314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 preceding paragraphs of this Section 4.03 covenant with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was the Company were required to file those reports with the SEC. (d) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (e) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SECSince January 31, so long as any Notes are outstanding1994, the Company will furnish to the Trustee Acquiror and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes its Subsidiaries have timely filed (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public 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. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above be filed with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained thereinother Governmental Authorities, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).state securities (b) For so long The Acquiror's Consolidated Financial Statements and any consolidated financial statements of the Acquiror (including any related notes thereto) contained in any SEC Reports of the Acquiror filed with the Commission since January 31, 1994 (i) have been or will have been prepared in accordance with the published Regulations of the Commission and in accordance with GAAP consistently applied during the periods involved (except (A) to the extent required by changes in GAAP and (B), with respect to SEC Reports of the Acquiror filed prior to the date of this Agreement, as any Notes remain outstandingmay be indicated in the notes thereto), and (ii) fairly present the Company consolidated financial position of the Acquiror and its Subsidiaries as of the respective dates thereof and the Guarantors will furnish to consolidated results of their operations and cash flows for the Holders periods indicated (including, in the case of any unaudited interim financial statements, reasonable estimates of normal and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actrecurring year-end adjustments). (c) If There exist no liabilities or obligations of the Company is no longer subject Acquiror and its Subsidiaries that are Material to the periodic reporting requirements Acquiror, whether accrued, absolute, contingent or threatened, which would be required to be reflected, reserved for or disclosed under GAAP in consolidated financial statements of the Exchange Act Acquiror (including the notes thereto) as of and for any reasonthe period ended on the date of this representation and warranty, the Company will nevertheless continue filing the reports specified other than (i) liabilities or obligations that are adequately reflected, reserved for or disclosed in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. IfAcquiror's Consolidated Financial Statements, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to (ii) liabilities or obligations incurred in the preceding paragraphs on ordinary course of business of the Acquiror and its website within Subsidiaries since November 1, 1997, and (iii) liabilities or obligations the time periods that would apply if it was required to file those reports with the SECincurrence of which are not prohibited by Subsection 6.2(b) hereof.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will furnish to shall provide the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods): (1) regulations, all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including including: (i) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ;” (ii) a presentation of Consolidated Cash Flow for each period presented; and, (iii) with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent registered public accountantsaccountant; andprovided, however, that (A) such reports shall not be required to contain separate financial statements for any Guarantors other than condensed consolidating footnote disclosure containing information with respect to Guarantors and Subsidiaries that are not Guaranteeing the Notes, in each case on an aggregate basis and (B) such reports shall not be required to comply with the rules, regulations and policies of the Commission with respect to any non-GAAP financial measures contained therein. (2b) In addition, if the Distribution has not been consummated on or prior to January 1, 2005 and at all times thereafter until the Distribution has been consummated, the Company shall: (i) provide the Trustee and the Holders, within 10 Business Days, all current reports that would be required to be filed with the SEC Commission on Form 8-K (other than (x) with respect to any entry into or termination of any agreement for the acquisition of film rights, (y) with respect to any entry into or termination of any affiliation agreement that would not have a material impact on the Company and its Restricted Subsidiaries and (z) Item 5.02 thereof) if the Company were required to file such reports. In addition; (ii) hold a quarterly conference call for the Holders to discuss the information contained in the annual and quarterly reports required under this Section 4.03 not later than 5 Business Days from the time the Company distributes such information to the Holders; (iii) no fewer than 3 Business Days prior to the date of the conference call required to be held in accordance with clause (ii) above, whether issue a press release to the appropriate wire services announcing the time and date of such conference call and directing the Holders, prospective investors and securities analysts to contact the investor relations office of the Company to obtain such information or not to access such conference call; and (iv) either (A) maintain a non-public website to which Holders, prospective investors and securities analysts are given access and to which such information and conference call access details are posted or (B) distribute via electronic mail such information and conference call details to Holders, prospective investors and securities analysts who request to receive such distributions. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries under this Indenture and such Subsidiaries together would constitute a Significant Subsidiary, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either on the rules and regulations face of the SECfinancial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (d) For so long as any Notes remain outstanding, the Company will file a copy of all such and the Guarantors shall furnish to the Holders and to prospective investors, upon their request, the information and reports referred required to in clauses (1be delivered pursuant to Rule 144A(d)(4) and (2) above with under the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a)Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Holdings will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of such Notes (or file with the SEC for public availability) ), within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Holdings 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 on the annual financial statements thereon by the Company’s certified independent registered public accountants; 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 addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SECapplicable to such reports. In addition, the Company Holdings will file a copy of all such information and 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 SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to post the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of reports on its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)website within those time periods. (b) For Holdings and the Company agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the Company SEC the reports required by clauses (1) and the Guarantors (2) of Section 4.03(a), they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Each report or document required to be furnished or delivered pursuant to this Indenture shall be deemed to have been so furnished or delivered on the date on which Holdings posts such document on its website, or when such document is posted on the SEC’s website at ▇▇▇. (c) If the Company is ▇▇▇.▇▇▇. The Trustee shall have no longer subject responsibility to the periodic reporting requirements determine whether filing of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of under this Section 4.03 with has occurred. In the SEC within absence of written notification from the time periods specified above that are applicable to a non-accelerated filer unless Company or the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoingHolders, the SEC will Trustee shall be entitled to presume that such filings were made. Delivery, if any, of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not accept constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdings’ or the Company’s, as applicable, compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’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 it was required to file those reports with the SECCertificates).

Reports. (aNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or Section 15(d) Whether of the Exchange Act or not required by the otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations of promulgated by the SEC, so long as any Notes are outstanding, the Company will shall furnish to the Trustee and holders of the Holders of Notes or cause the Trustee to furnish to the Holders holders of Notes (or file with the SEC for public availability) Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations; (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public 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; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders, in each case within fifteen (15) days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, whether or to the extent not required satisfied by the rules and regulations of the SECforegoing, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC agrees that, for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, 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: (ca) If the rules and regulations of the SEC permit the Company is no longer subject to the periodic reporting requirements and any direct or indirect parent of the Exchange Act 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 any reason, the Company will nevertheless continue filing satisfy this Section, and this Indenture shall permit the reports specified Company to satisfy its obligations in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable respect to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not financial information relating 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 by furnishing financial information relating to the reports referred Guarantor; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to in the preceding paragraphs Guarantor and any of its Subsidiaries other than the Company and the Subsidiaries, on the one hand, and the information relating to the Company and its website within Subsidiaries of the time periods that would apply if it was required to file those reports with Company on a stand-alone basis, on the SECother hand.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Partnership will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability(unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations regulations, and upon request, the Partnership will furnish (giving effect without exhibits) to applicable grace periods):the Trustee for delivery to the Holders of Notes: (1a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Partnership were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the CompanyPartnership’s certified independent registered public accountants; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Partnership were required to file such reports. In additionThe availability of the foregoing information or reports on the SEC’s website will be deemed to satisfy the foregoing delivery requirements. If as of the end of any such quarterly or annual period referred to in Section 5.17(a), whether the Partnership has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Partnership shall deliver (promptly after such SEC filing referred to in Section 5.17(a)) to the Trustee for delivery to the Holders of the Notes quarterly and annual financial information required by Section 5.17(a) as revised to 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 Partnership and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Partnership. Whether or not required by the rules and regulations of the SEC, the Company Partnership will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities analysts analysts, investors and prospective investors upon request. The Company will at In addition, upon request the Partnership shall furnish the Trustee such other non-confidential information, documents and other reports which the Partnership is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. Any and all times comply Defaults or Events of Default arising from a failure to furnish or file in a timely manner any information or report required by this Section 5.17 shall be deemed cured (and the Partnership shall be deemed to be in compliance with TIA this Section 314(a5.17) upon furnishing or filing such information or report as contemplated by this Section 5.17 (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders of the Notes under Article VII hereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of Article VII hereof and such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, information and documents to the Trustee pursuant to this Section 5.17 is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyPartnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Term Notes are outstanding, the Company will Borrower shall furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes Lenders (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Borrower 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 Borrower and its consolidated Subsidiaries (showing in reasonable detail, in the footnotes to the financial statements and in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (in each case to the extent not prohibited by the SEC's rules and regulations), (A) the financial condition and results of operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower and (B) the Tower Cash Flow for the most recently completed fiscal quarter and the Adjusted Consolidated Cash Flow for the most recently completed four-quarter period) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s Borrower's certified independent registered public 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, in each case within the time periods specified in the SEC's rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company will Borrower shall file a copy of all such 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 's rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish for mailing to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):Notes: (1) all quarterly and annual financial information that would be required to be contained in a filing or filings by the Company with the SEC on Forms 10-Q and 10-K if the Company were was required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent registered public accountants; , and (2) all current reports that would be required to be filed by the Company with the SEC on Form 8-K if the Company were was required to file such reports, in each case within 15 days of the time periods specified in the SEC’s rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make such information available to securities analysts and prospective investors upon request. The Company may deliver the consolidated reports or financial information of the Company to comply with the foregoing requirements. The Company will at all times comply with TIA Section § 314(a). 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 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. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) ), within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 financial statements included in the annual information report only, a report on the annual financial statements thereon by the Company’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SECapplicable to such reports. In addition, the Company will file a copy of all such information and 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 SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, and make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reportsany time, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was the Company were required to file those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have provided such information to the holders, securities analysts and prospective investors if it has filed reports containing such information with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The Trustee will not be under any obligation to determine whether such reports have been filed. (d) To the extent any such information described in clauses (a) through (c) above is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Company shall be deemed to have satisfied its obligations with respect thereto at such time and any default with respect thereto shall be deemed to have been cured, unless the holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (e) The delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates), nor shall the Trustee have any responsibility or liability for the content of any report required under this Section 4.03 or any other reports, information and documents required under this Indenture (aside from any report that is expressly the responsibility of the Trustee subject to the terms hereof).

Reports. As of their respective dates: (ai) Whether the Petrofund Financial Statements, (ii) Petrofund’s Annual Information Form dated March 15, 2006 (including all documents incorporated by reference therein), (iii) Petrofund’s information circular and proxy statement for the annual meeting of Petrofund Unitholders on April 19, 2006, (iv) all Petrofund press releases, material change reports, business acquisition reports or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file similar documents filed with the SEC for public availabilitySecurities Authorities since January 1, 2006, (v) within the time periods specified in the SECPetrofund’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be Form 40-F filed with the SEC on Form 8-K if the Company were required to file such reports. In additionMarch 20, whether or not required by the rules and regulations of the SEC2006, the Company will file a copy of all such information and reports referred to in clauses (1) and (2vi) above all prospectuses or other offering documents used by Petrofund in the offering of its securities or filed with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect Securities Authorities since January 1, 2006, did not contain any untrue statement of a material fact or omit to applicable grace periods), unless the SEC will not accept such state a filing, and make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information material fact required to be delivered pursuant stated therein or necessary to Rule 144A(d)(4make the statements therein, in light of the circumstances in which they were made, not misleading and complied in all material respects with all Applicable Laws. The Petrofund Financial Statements and other financial statements of Petrofund included or incorporated by reference in such forms, statements, prospectuses and other offering documents were prepared in accordance with GAAP (except (x) under as otherwise indicated in such financial statements and the Securities Act. notes thereto or, in the case of audited statements, in the related report of Petrofund’s independent auditors or (cy) If in the Company is no longer case of unaudited interim statements, to the extent they may not include footnotes, are subject to normal year end adjustments or may be condensed or summary statements), and present fairly in accordance with GAAP the periodic reporting requirements consolidated financial position, results of operations and changes in financial position of Petrofund on a consolidated basis as of the Exchange Act dates thereof and for any reasonthe periods indicated therein (subject, the Company will nevertheless continue filing the reports specified in the preceding paragraphs case of this Section 4.03 with the SEC within the time periods specified above that are applicable any unaudited interim financial statements, to normal year-end audit adjustments) and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Petrofund on a non-accelerated filer unless the SEC will not accept such a filingconsolidated basis. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. IfThere has been no material change in Petrofund accounting policies, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to except as described in the preceding paragraphs on its website within notes to the time periods that would apply if it was required to file those reports with the SECPetrofund Financial Statements, since January 1, 2006.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods)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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to provide the Trustee and the Holders of Notes or cause the Trustee to furnish to the and prospective Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect plus any extensions granted pursuant to applicable grace periods):SEC rules) copies of: (1) all annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) quarterly reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form; (3) from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and annual financial information that other reports which the Company would be required to be contained in a filing file with the SEC on Forms 10-Q and 10-K if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding whether 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 is subject to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations periodic reporting requirements of the SECExchange Act, the Company will file nevertheless continue filing the reports specified above unless the SEC will not accept such a copy filing. The Company will not take any action for the purpose of all causing the SEC not to accept any such filings. Notwithstanding the foregoing, to the extent the Company files the information and reports referred to in clauses (1) and through (24) above with the SEC for public availability within and such information is publicly available on the time periods specified Internet, the Company shall be deemed to be in compliance with its obligations to furnish such information to the SEC’s rules and regulations (giving effect to applicable grace periods)Holders of the Notes. If, unless notwithstanding the foregoing, the SEC will not accept such a filingthe Company’s filings for any reason, and make such information available to securities analysts and prospective investors upon request. The the Company will at all times comply post the reports referred to in the preceding paragraph on its website no later than 15 days after the end of the time periods that would apply if the Company were required to file those reports with TIA Section 314(a). the SEC. (c) In addition, the Company shall furnish to the Trustee and the Holders, upon their request, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and Holders within 15 days after the Holders of Notes or cause the Trustee date on which it would have been required to furnish to the Holders of Notes (or file make filings with the SEC for public availability) within the time periods specified in (without regard to any extension that may be permitted by the SEC’s rules and regulations ) (giving effect to applicable grace periods): (1i) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor form) if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” ," and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s 's certified independent registered public accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC for public availability within for so long as any Notes are outstanding; provided, however, that the time periods specified in Company will not be obligated to file such information or reports if the SEC’s rules and regulations SEC does not permit or accept such filings. All such reports shall be filed with the SEC (giving effect to applicable grace periods), unless the SEC will not accept such a filing, ) and make furnished to the Holders within the time for filing such information available reports with the SEC pursuant to securities analysts the rules and prospective investors upon request. The Company will at all times comply with TIA Section 314(aregulations of the SEC (without regard to any rules or regulations permitting extensions of time to file such reports). Delivery of such reportsIn addition, information and documents to the Trustee is Company agrees that, for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any at least $20,000,000 in aggregate principal amount of Notes remain outstanding, the Company and the Guarantors it will furnish to the Holders and to securities analysts beneficial holders of Notes and to 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. (c) If the Company is no longer subject to the periodic reporting requirements . Upon qualification of the Exchange Act for any reasonIndenture under the TIA, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this shall also comply with TIA Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC314(a).

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) 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” (giving effect as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to applicable grace periods):securities analysts and potential investors upon request: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, 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 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 on Form 8-K if the Company were required to file such reports. In addition, whether or not required by Notwithstanding the rules and regulations of the SECforegoing, the Company will file a copy not be required to furnish any information or reports that are separate from information or reports furnished by Huntsman Corporation, and the requirements specified in this Section 4.03 will be deemed to be satisfied upon Huntsman Corporation’s filing of all such information and its required reports referred to in clauses (1) and (2) above with the SEC for public availability within SEC; provided that the consolidated assets, liabilities, revenues and net income of Huntsman Corporation are substantially similar to those of the Company at the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)filing. (b) If the Company has designated as an Unrestricted Subsidiary any of its Subsidiaries that would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, 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 and its Restricted Subsidiaries separate from the financial condition and results of operations of any such Unrestricted Subsidiaries of the Company. (c) In the event that any direct or indirect parent company of the Company is or becomes a Guarantor of the Notes, the Company may satisfy the requirements of this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent company as provided in Section 3-10 of Regulation S-X under the Exchange Act. (d) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Sections 4.03(a) and (b), the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ce) If Delivery of the Company is no longer subject reports and documents described above to the periodic reporting requirements 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 Exchange Act for Issuer’s compliance with any reasonof its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate). (f) For purposes of this Section 4.03, the Company will nevertheless continue filing be deemed to have furnished such reports referred to above to the Trustee and the Holders it has filed such reports specified in the preceding paragraphs of this Section 4.03 with the SEC within via the time periods specified above ▇▇▇▇▇ filing system and such reports are publicly available; provided, however, that are applicable the Trustee shall have no obligation to a non-accelerated filer unless determine whether or not the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any shall have made 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 paragraphs on its website within the time periods that would apply if it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC. (d) At any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, none of such reports will be required to (i) comply with Section 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or any successor rules) and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable any grace periodsperiod provided by Rule 12b-25 under the Exchange Act): (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 on the annual financial statements thereon by the Company’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SECapplicable to such reports. In addition, the Company will file a copy of all such information and 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 SEC’s rules and regulations (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act) applicable grace periods), to such reports (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 Section 314(a). Delivery of such reports, information and documents to post the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of reports on its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)website within those time periods. (b) For so long as any Notes remain outstandingpurposes of this Section 4.03, reports filed by the Company and with the Guarantors SEC via the ▇▇▇▇▇ system or any successor system will furnish be deemed to be furnished to the Holders and to securities analysts and prospective investors, upon their request, as of the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Acttime such reports are filed with ▇▇▇▇▇ or such successor system. (c) If 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 preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was the Company were required to file those reports with the SEC. (d) If any direct or indirect parent company of the Company becomes a Guarantor, the Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such other parent Guarantor; provided that if and so long as such parent Guarantor shall have Independent Assets or Operations (as defined below), the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent Guarantor, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. “Independent Assets or Operations” means, with respect to any such parent Guarantor, that such parent Guarantor’s total assets or revenues, determined in accordance with GAAP and as shown on the most recent financial statements of such parent Guarantor, is more than 3.0% of such parent Guarantor’s corresponding consolidated amount.

Reports. (a) Whether or not required by the rules and regulations Issuer is subject to the reporting requirements of Section 13 or 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or Issuer shall file with the SEC (subject to the next sentence), and provide the Trustee and Holders with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for public availability) the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Issuer is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute 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 Officers’ Officer’s Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company Issuer agrees that it will shall 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 such filings for any reason, the Company will Issuer shall post the reports referred to specified in the preceding paragraphs sentence on its website within the time periods that would apply if it was the Issuer were required to file those such reports with the SEC. At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by this paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. The Issuer also shall comply with the other provisions of Section 314(a) of the TIA.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company and the Guarantors will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company and the Guarantors were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s 's and the Guarantors' certified independent registered public 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 (with the exception of the quarterly financial information that would be required to be contained in a filing with the SEC on Form 10-Q for the three months ended March 31, 1998, which will be required to be furnished on or prior to May 31, 1998). In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company and the Guarantors will file a copy of all such 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 's rules and regulations (giving effect to applicable grace periods), 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 and the Guarantors shall be deemed to have satisfied such requirements if GCL or New GCL files and provides reports, documents and information of the types otherwise so required by the SEC, in each case within the applicable time periods, and the Company and the Guarantors are not required by the SEC to file such reports, documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by GCL or New GCL. The Company shall at all times comply with TIA Section (S) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Series A Notes remain outstandingoutstanding (and regardless of the penultimate sentence of paragraph (a) above), the Company and the Guarantors will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-10- K if the Company Issuers were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Issuers and their consolidated Subsidiaries (showing 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 Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuers) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s Issuers' certified independent registered public 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 Issuers were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations. For so long as the Parent is a Guarantor of the Notes, the Issuers shall satisfy their obligations in this covenant with respect to financial information relating to the Issuers by furnishing financial information relating to the Parent; provided that the same is 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 Issuers and their Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company will Issuers shall file a copy of all such 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 's rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company Issuers and the Guarantors will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not Regardless of whether required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability(unless the SEC will not accept such a filing) within the time periods specified in the SEC’s rules and regulations regulations, and upon request, the Company will furnish (giving effect without exhibits) to applicable grace periods):the Trustee for delivery to the Holders of Notes: (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition. (b) The Company will be deemed to have furnished such reports and information described above in Section 4.03(a) to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of Notes) if the Company has filed such reports or information, whether respectively, with the SEC using the ▇▇▇▇▇ filing system (or not required by the rules and regulations any successor filing system of the SEC) or, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless if the SEC will not accept such a filingreports or information, if the Company has posted such reports or information, respectively, on its website, and make such reports or information, respectively, are available to Holders of Notes through internet access. (c) For the avoidance of doubt, (i) such information available 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 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (g) The Company and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors investors, upon their request. The Company will at all times comply with TIA Section 314(a). , the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (h) 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 will 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’ CertificatesCertificate). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent will file a copy of each of the Company will furnish reports referred to the Trustee in clauses (1) and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file 2) below with the SEC for public availability) availability within the time periods (including all applicable extension periods) specified in the SEC’s SEC rules and regulations applicable to such reports (giving effect to applicable grace periodsunless the SEC will not accept such a filing): (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 on the annual financial statements by the Company’s its certified independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent or the Company were required to file such reports; provided that 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 any Holder. In additionAll such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided that, whether or not if neither Parent nor the Company is required by under the rules and regulations of the SECSEC to file such reports with the SEC for public availability, such reports need not be prepared in accordance with all of the rules and regulations applicable to such reports and shall only be required to include the information or disclosure that would be required by such form to the extent that, and in the same general style of presentation as, the same or substantially similar information or disclosure is also included in the offering memorandum dated March 8, 2013. 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, on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ or another website within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods). (b) If (i) the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries or (ii) the combined operations of Parent and its Subsidiaries, excluding the operations of the Company and its Restricted Subsidiaries and excluding cash and Cash Equivalents, would, if held by a single Unrestricted Subsidiary of the Company, constitute a Significant Subsidiary of the Company, then the quarterly and annual financial information required by paragraph (a) of 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 (A) in the case of (i) above, the financial condition and results of operations of Parent, HoldCo, the Company will file a copy and its Restricted Subsidiaries separate from the financial condition and results of all such information operations of the Unrestricted Subsidiaries of the Company and (B) in the case of (ii) above, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of Parent and its other Subsidiaries; provided however, that the requirements of this paragraph shall not apply if Parent or the Company files with the SEC the reports referred to in clauses (1) and (2) above of Section 4.03(a) hereof, and any such report contains the information required in this paragraph. (c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC for public availability within the time periods specified in reports required by paragraphs (a) and (b) of this Section 4.03, the SEC’s rules Company and regulations (giving effect the Guarantors will furnish to applicable grace periods), unless the SEC will not accept such a filing, Holders and make such information available to securities analysts and prospective investors investors, upon their request. The Company will at all times comply with TIA Section 314(a). , the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC. (d) At any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, none of such reports will be required to (i) comply with Section 302, 404 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or any successor rules) and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Authority will furnish to file a copy of each of the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file following reports with the SEC for public availabilityavailability (unless the SEC will not accept such a filing, in which case the Authority will otherwise publicly post such reports) and will furnish to each Purchaser and each holder of a Note that is an Institutional Investor (which may be deemed to be made by electronic transmission via the SEC’s ▇▇▇▇▇ system or any successor system thereto, subject to the proviso at the end of Section 8.3), within 15 days after the end of the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):for filings of current, quarterly and annual reports: (1i) all quarterly and annual reports, including financial information information, that would be required to be contained in a filing with the SEC on Forms 10-Q (the “Form 10-Q”) and 10-K (the “Form 10-K”) if the Company Authority 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 Authority and its consolidated subsidiaries (showing in reasonable detail, either on the face of the consolidated financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Authority and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Authority, to the extent that would be required by the rules, regulations or interpretive positions of the SEC) and, with respect to the annual information only, a report on the annual financial statements thereon by the CompanyAuthority’s independent registered public accountantsaccounting firm; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Authority were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so So long as any Notes remain outstanding, if, at any time the Company and Authority is no longer subject to Section 13 or 15(d) of the Guarantors Exchange Act, the Authority will furnish to the Holders Purchaser and each holder of a Note 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. (c) If the Company is no longer subject The Authority shall provide to the periodic reporting requirements Purchasers and each holder of a Note (which may be deemed to be made by electronic transmission via the Exchange Act for SEC’s ▇▇▇▇▇ system or any reasonsuccessor system thereto), the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 within 15 days after it files them with the SEC within NIGC, copies of all reports which the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was Authority is required to file those reports with the SECNIGC pursuant to 25 C.F.R. Part 514. (d) The Authority shall, so long as any of the Notes are outstanding, deliver to each Purchaser and each holder of a Note that is an Institutional Investor, forthwith upon any Responsible Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Authority is taking or proposes to take with respect thereto.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) 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” (giving effect as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to applicable grace periods):securities analysts and potential investors upon request: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, 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 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 on Form 8-K if the Company were required to file such reports. In addition, whether or not required by Notwithstanding the rules and regulations of the SECforegoing, the Company will file a copy not be required to furnish any information or reports that are separate from information or reports furnished by Huntsman Corporation, and the requirements specified in this Section 4.03 will be deemed to be satisfied upon Huntsman Corporation’s filing of all such information and its required reports referred to in clauses (1) and (2) above with the SEC for public availability within SEC; provided that the consolidated assets, liabilities, revenues and net income of Huntsman Corporation are substantially similar to those of the Company at the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)filing. (b) If the Company has designated as an Unrestricted Subsidiary any of its Subsidiaries that would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, 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 and its Restricted Subsidiaries separate from the financial condition and results of operations of any such Unrestricted Subsidiaries of the Company. (c) In the event that any direct or indirect parent company of the Company is or becomes a Guarantor of the Notes, the Company may satisfy the requirements of this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such direct or indirect parent company as provided in Section 3-10 of Regulation S-X under the Exchange Act. (d) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Sections 4.03(a) and (b), the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ce) If Delivery of the Company is no longer subject reports and documents described above to the periodic reporting requirements Trustee is for informational purposes only, and the Trustee’s receipt of such reports and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Exchange Act for Issuer’s compliance with any reasonof its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate). (f) For purposes of this Section 4.03, the Company will nevertheless continue filing be deemed to have furnished such reports referred to above to the Trustee and the Holders it has filed such reports specified in the preceding paragraphs of this Section 4.03 with the SEC within via the time periods specified above ▇▇▇▇▇ filing system and such reports are publicly available; provided, however, that are applicable the Trustee shall have no obligation to a non-accelerated filer unless determine whether or not the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any shall have made 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 paragraphs on its website within the time periods that would apply if it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company Parent will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) or make publicly available on a website, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Parent were required to file such Forms, including reports as a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsnon-accelerated filer; 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. In additionNotwithstanding any of the foregoing, whether at any time when the Parent does not otherwise file such reports with the Commission, (a) no certifications, reports or not attestations concerning the financial statements, disclosure controls and procedures or internal controls that would otherwise be required by pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the SEC rules and regulations 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 Item 10(e) of Regulation S-K under the SEC, Securities Act will not be required; (d) information specified in Rules 13-01 and 13-02 of Regulation S-X under the Company Securities Act with respect to Subsidiaries and Affiliates will file a copy of all such information and reports referred to in clauses (1) not be required; and (2e) above with no exhibits pursuant to Item 601 of Regulation S-K under the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), unless the SEC Securities Act 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)be required. (b) For In addition, the Issuer, the Parent and the Subsidiary Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the Company and reports required by this Section 4.03 with the Guarantors SEC, they will furnish to the Trustee, Holders and to securities analysts and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject Delivery of any such reports, information and documents to the periodic reporting requirements Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Parent’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). Further, the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s ▇▇▇▇▇ filing system (or its successor) or made publicly available on a website. (d) At any time that any of the Exchange Act for any reasonParent’s Unrestricted Subsidiaries would be a Significant Subsidiary, then the Company quarterly and annual financial information required by Section 4.03(a) will nevertheless continue filing include a reasonably detailed presentation, either on the reports specified face of the financial statements or in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above that are applicable to footnotes thereto or in a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to separate discussion (which may be contained in the preceding paragraphs on “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the applicable quarterly or annual report), of the financial condition and results of operations of the Parent and its website within Restricted Subsidiaries separate from the time periods that would apply if it was required to file those reports with financial condition and results of operations of the SECUnrestricted Subsidiaries of the Parent.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company will shall furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Holders, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports of the Company 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 on the annual financial statements by the Company’s independent registered public accountantsreports; and (2) all current reports of the Company that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by All such reports shall be prepared in all material respects in accordance with all of the rules and regulations of applicable to such reports. Each annual report on Form 10-K shall include a report on the SECCompany’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company will shall file a copy of all such information and 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 SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), 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 Section 314(a). Delivery of To the extent such reportsfilings are made with the SEC, information and documents the reports shall be deemed to have been furnished to the Trustee is for informational purposes only and Holders. To the Trustee’s receipt extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such will not constitute constructive notice reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of any information contained therein or determinable from information contained thereinthe Notes, including in each case at the Company’s compliance with any of its covenants hereunder (as expense and by the applicable date the Company would be required to which file such information pursuant to the Trustee is entitled to rely exclusively on Officers’ Certificates)preceding paragraph. (b) For In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time the Company and is not required to file the Guarantors reports required by the preceding paragraphs with the SEC, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If Notwithstanding the foregoing, the foregoing obligations may be satisfied with respect to financial and other information of the Company is no longer subject by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra. (or any other direct or indirect parent of the Company) or (ii) Vistra (or any other direct or indirect parent of the Company, as applicable) Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the periodic reporting requirements extent such information relates to Vistra (or any other direct or indirect parent of the Exchange Act for any reasonCompany), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra or such other parent, on the one hand, and the information relating to the Company will nevertheless continue filing on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and the Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries do not differ from the Total Assets and the Consolidated EBITDA, respectively, of Vistra (or any other direct or indirect parent of the Company) and its consolidated Subsidiaries by more than 5.0%). (d) The Trustee shall have no duty to review or analyze reports specified in delivered to it. Delivery of such reports, information and documents, if any, to the preceding paragraphs Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Section 4.03 with Indenture (as to which the SEC Trustee is entitled to rely on an Officer’s Certificate). (e) To the extent any information is not filed or provided within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept in this Section 4.03 and such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reasoninformation is subsequently filed or provided, the Company will post the reports referred be deemed to in the preceding paragraphs on have satisfied its website within the obligations with respect thereto at such time periods that would apply if it was required and any Default with respect thereto shall be deemed to file those reports with the SEChave been cured.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Venator will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) 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” (giving effect as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make available to applicable grace periods):securities analysts and potential investors upon request: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Venator were required to file such Forms, 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 on the annual financial statements by the Company’s Venator’ certified independent registered public 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. In addition; provided, whether however, that (i) in no event shall such reports be required to comply with Rule 3-09, Rule 3-10 or not required Rule 3-16 of Regulation S-X promulgated by the rules and regulations SEC (except that summary financial information with respect to non-guarantor Subsidiaries of the SECtype and scope included in the Offering Memorandum will be required), (ii) in no event shall such reports be required to comply with Regulation G promulgated by the Company will file a copy SEC or Item 10(e) of all Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein, (iii) no such information and reports referred to in clauses (1) and referenced under clause (2) above with (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 SEC for public availability within Holders of the time periods specified notes or the business, assets, operations or financial position of Venator and its Restricted Subsidiaries, taken as a whole, (iv) in no event shall such reports be required to include any information that is not otherwise similar to information currently included in the SEC’s rules Offering Memorandum, other than with respect to reports provided under clause (2) above and regulations (giving effect v) in no event shall reports referenced in clause (2) above be required to applicable grace periods)include as an exhibits copies of any agreements, unless the SEC will not accept such financial statements or other items that would be required to be filed as exhibits to a filing, current report on Form 8-K except for (x) agreements evidencing material Indebtedness and make such information available to securities analysts (y) historical and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents pro forma financial statements to the Trustee is for informational purposes 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 the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)capital expenditures in lieu thereof. (b) If Venator has designated as an Unrestricted Subsidiary any of its Subsidiaries that would constitute a Significant Subsidiary, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes or schedules thereto, 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 Venator and its Restricted Subsidiaries separate from the financial condition and results of operations of any such Unrestricted Subsidiaries of Venator. (c) In the event that any direct or indirect parent company of Venator is or becomes a Guarantor of the Notes, Venator may satisfy the requirements of this Section 4.03 with respect to financial information relating to direct or indirect parent of Venator (such entity the “Parent Entity”) instead of Venator; provided that to the extent either (x) such Parent Entity holds assets (other than its direct or indirect interest in Venator) that exceed 1% of the assets of Venator and its Subsidiaries as of such fiscal period end or (y) such Parent Entity has revenues (other than revenue of Venator and its Subsidiaries) that exceed 1% of the total revenue of Venator and its Subsidiaries for the immediately preceding fiscal period, then such information related to such Parent Entity shall be accompanied by consolidating information that explains in reasonable detail the differences between the information of such Parent Entity, on the one hand, and the information relating to Venator and its Subsidiaries on a stand-alone basis, on the other hand. (d) For so long as any Notes remain outstanding, if at any time they are not required to file with the Company SEC the reports required by Sections 4.03(a) and (b), the Issuers and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ce) If Delivery of the Company is no longer subject reports and documents described above to the periodic reporting requirements Trustee is for informational purposes only, and the Trustee’s receipt of such reports and documents shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Exchange Act for Issuer’s compliance with any reason, of its covenants hereunder (as to which the Company will nevertheless continue filing the reports specified in the preceding paragraphs Trustee is entitled to rely on an Officers’ Certificate). (f) For purposes of this Section 4.03 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 within via the time periods specified above ▇▇▇▇▇ filing system and such reports are publicly available; provided, however, that are applicable the Trustee shall have no obligation to a non-accelerated filer unless the SEC will determine whether or not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any Venator shall have made 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 paragraphs on its website within the time periods that would apply if it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will ▇▇▇▇▇ Energy Partners shall furnish (whether through hard copy or internet access) to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company ▇▇▇▇▇ Energy Partners were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsreports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company ▇▇▇▇▇ Energy Partners were required to file such reports. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SECapplicable to such reports. Each annual report on Form 10-K will include a report on ▇▇▇▇▇ Energy Partners’ consolidated financial statements by ▇▇▇▇▇ Energy Partners’ independent registered public accounting firm. In addition, the Company ▇▇▇▇▇ Energy Partners will file a copy of all such information and 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 SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If, and make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company time ▇▇▇▇▇ Energy Partners is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company ▇▇▇▇▇ Energy Partners 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing; provided that, for so long as ▇▇▇▇▇ Energy Partners is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be five (5) Business Days after the event giving rise to the obligation to file such report. The Company agrees that it ▇▇▇▇▇ Energy Partners 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 ▇▇▇▇▇ Energy Partners’ filings for any reason, the Company ▇▇▇▇▇ Energy Partners will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if it was ▇▇▇▇▇ Energy Partners were required to file those reports with the SEC. (b) 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, ▇▇▇▇▇ Energy Partners 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.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or Issuer shall electronically file with the SEC for public availability) within Commission by the time periods respective dates specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):the “Required Filing Date”), unless, in any such case, such filings are not then permitted by the Commission: (1a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K 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 on the annual financial statements by the CompanyIssuer’s certified independent registered public 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. In addition, whether or ; If such filings with the Commission are not required then permitted by the rules and regulations Commission, or such filings are not generally available on the Internet free of charge, the Issuer shall, within 15 days of each Required Filing Date, transmit by mail to Holders of the SECNotes, as their names and addresses appear in the Note register, without cost to such Holders of the Notes, and file with the Trustee copies of the information or reports that the Issuer would be required to file with the Commission pursuant to the first paragraph of this Section 4.4 if such filing were then permitted. So long as the Parent Guarantor complies with the requirements of Rules 3-10 and 13-01 of Regulation S-X promulgated by the Commission (or any successor provision), the Company will file a copy of all such reports, information and reports referred other documents required to in clauses (1) be filed and (2) above with furnished to Holders of the SEC for public availability within Notes pursuant to this Section 4.4 may, at the time periods specified in option of the SEC’s rules Issuer, be filed by and regulations (giving effect to applicable grace periods), unless be those of the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon requestParent Guarantor rather than the Issuer. The Company will at all times comply with TIA Section 314(a)availability of the foregoing reports on the Commission’s E▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Issuer’s delivery obligations to the Trustee and Holders. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will 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 Officers’ Certificates). (b) For so long as any Notes remain outstanding. The Trustee shall have no duty to monitor or confirm, on a continuing basis or otherwise, the Company and Issuer’s or any other person’s compliance with any of the Guarantors will furnish covenants under the Indenture, to determine whether the Holders and to securities analysts and prospective investorsIssuer posts reports, upon their requestinformation 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 required from the SEC’s website (including via the E▇▇▇▇ filing system), the Issuer’s (or Parent Guarantor’s) website or otherwise, or to be review or analyze reports delivered pursuant to Rule 144A(d)(4) under it to ensure compliance with the Securities Act. (c) If the Company is no longer subject to the periodic reporting requirements provisions of the Exchange Act for Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein or to participate in 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SECconference calls.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company will Issuers shall furnish to the Trustee Holders and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Trustee, within the time periods specified in the SECCommission’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, 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 on the annual consolidated financial statements of the Company by the Company’s its 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 Issuers were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations preceding paragraph shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Notwithstanding anything to the contrary set forth above, for so long as the Issuers are direct or indirect majority-owned Subsidiaries of any Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers), if such Parent (or other Person which, directly or indirectly, owns a majority of the outstanding common equity interests of the Issuers) has provided a guarantee with respect to the Notes and has furnished Holders and filed electronically with the Securities and Exchange Commission, the Company will file reports described in the preceding paragraphs with respect to such Parent (or other Person which, directly or indirectly, owns a copy majority of all such the outstanding common equity interests of the Issuers) (including any consolidating financial information and reports referred required by Regulation S-X relating to the Issuers), the Issuers shall be deemed to be in clauses (1) and (2) above compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods), 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 provisions of this Section 314(a)4.03. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will 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 Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee to Issuers shall furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company Issuers were required to file such Formsforms, 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 on the annual consolidated financial statements by of the Company’s Company of its independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuers were required to file such reports. (b) While (a) any Parent of the Company that guarantees the Notes is subject to the reporting obligations of Section 13 or 15(d) of the Exchange Act (including pursuant to the terms of its Indebtedness), (b) the rules and regulations of the SEC permit the Company and any such Parent to report at the level of such Parent on a consolidated basis and (c) such Parent is not engaged in any business in any material respect other than incidental to its direct or indirect ownership of the Capital Stock of the Company, such consolidated reporting at such Parent level in a manner consistent with that described in this Section 4.03 for the Company shall satisfy this Section 4.03; provided that such Parent includes in its reports information about the Company that is required to be provided by a parent guaranteeing debt of an operating company subsidiary pursuant to Rule 3-10 of Regulation S-X or any successor rule then in effect. For any fiscal quarter or fiscal year at the end of which Subsidiaries of the Company are Unrestricted Subsidiaries, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, after consummation of the Registered Exchange Offer for the Initial Notes, whether or not required by the rules and regulations of the SEC, the Company will Issuers shall file a copy of all such of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods)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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations Issuer is then subject to Section 13 or 15(d) of the Exchange Act, the Issuer will file with the SEC, so long as any Notes Securities are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes annual reports (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company 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 on the annual financial statements thereon by the Company’s Issuer's independent registered public accountants; and ), quarterly reports (2including a "Management's Discussion and Analysis of Financial Condition and Results of Operations") all current and other periodic reports that which the Issuer would be have been required to file with the SEC pursuant to such Section 13 or 15(d) if the Issuer were so subject, and such documents shall be filed with the SEC on Form 8-K 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 Company Issuer were so subject. The Issuer will also in any event, so long as any Securities are outstanding and whether or not the filing of such documents by the Issuer with the SEC is prohibited under the Exchange Act, within 15 days of each Required Filing Date, (a) transmit by mail to all Holders of Securities, as their names and addresses appear in the Registrar's books, without cost to such Holders and (b) file with the Trustee, copies of the annual reports, quarterly reports and other periodic reports which the Issuer would have been required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC for public availability within pursuant to Section 13 or 15(d) of the time periods specified in Exchange Act if the SEC’s rules and regulations (giving effect Issuer were subject to applicable grace periodssuch Section 13 or 15(d), unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon request. The Company Issuer will at all times also comply with any other periodic reporting provisions pursuant to TIA Section (S) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such will 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 Officers’ ' Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s 's rules and regulations regulations: (giving effect to applicable grace periods): (1a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K (or any successor forms) if the Company were required to file such Formsthose forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " and, with respect to the annual information only, a report on the annual financial statements statement by the Company’s 's certified independent registered public accountants; and and (2b) all current reports that would be required to be filed with the SEC on Form 8-K (or any successor form) if the Company were required to file such reports. In additionIf the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, whether or not then the quarterly and annual financial information required by the rules and regulations foregoing shall include a reasonably detailed presentation, either on the face of the SECfinancial statements or in the footnotes, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company will file a copy of all such 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 's rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a that filing, ) and make such that information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained thereinSubsidiary Guarantors have also agreed that, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For for so long as any Notes remain outstanding, the Company and the Guarantors they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If the Company is no longer subject . Subject to the periodic reporting requirements provisions of Article 7 hereof, delivery of such reports, information and documents to the Exchange Act Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any reasoninformation contained therein or determinable from information contained therein, 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept including the Company’s filings for 's compliance with any reason, of its covenants hereunder (as to which the Company will post the reports referred Trustee is entitled to in the preceding paragraphs rely exclusively on its website within the time periods that would apply if it was required to file those reports with the SECOfficers' Certificates).

Reports. (a) Whether As of and following the Effective Time, the Administrator shall provide data and prepare any reports reasonably requested by the Ceding Company in connection with the Administered Business to enable the Ceding Company to comply with any and all applicable Laws, including all statutory insurance reporting, tax reporting and SAP and GAAP financial reporting requirements and any current or not future informational reporting, prior approval or other requirements imposed by any Governmental Entity; provided that, with respect to GAAP reporting, the Administrator shall use commercially reasonable efforts to provide data and reports as requested by the Ceding Company (it being acknowledged and agreed that the Administrator shall have no obligation to determine reserves in accordance with GAAP or to 1007063915v4 prepare GAAP financials). Any reports required to be prepared by the Administrator shall be prepared and delivered on a timely basis in order for the Ceding Company to comply with any filing deadlines required by applicable Law or the terms of the Reinsured Policies, and, to the extent applicable but without limiting the foregoing, in accordance with the reporting deadlines set forth on Schedule 6.1. All such reports shall include such information as may reasonably be requested by the Ceding Company. Among other responsibilities and without limiting the generality of the foregoing: (i) The Administrator shall promptly prepare and furnish to the Ceding Company or, at the Ceding Company’s request or as otherwise provided herein, the applicable Governmental Entity, all filings, submissions, reports and related summaries (including statistical summaries), certifications and other information required or requested by any Governmental Entity with respect to the Administered Business. (ii) Within fifteen (15) Business Days after the end of each Accounting Period, the Administrator shall provide to the Ceding Company all statistical information reasonably required by the rules Ceding Company related to the General Account Reserves, Separate Account Statutory Reserves and regulations Policy Liabilities required to be reported on the Ceding Company’s financial statements, tax returns and other SAP and (subject to the following sentence and the proviso in the first sentence of Section 6.1(a)) GAAP financial reports required by the Ceding Company’s auditors or any Governmental Entity related to the Reinsured Policies. The Administrator shall (i) use commercially reasonable efforts to provide to the Ceding Company data and information required by the Ceding Company in calculating GAAP reserves and in preparing GAAP financial reports, and (ii) within forty (40) days following the end of each calendar year, provide the results of annual asset adequacy analysis performed by the Administrator, using assumptions set by the Ceding Company for the Reinsured Policies and a certification as to the results, including a description of the SECmethod and assumptions, in compliance with then-current statutory guidelines and any applicable actuarial standards of practice. The Administrator shall also provide any reliance statements necessary to support the Ceding Company’s actuarial opinion, AAT memorandum, or other year-end filings, in compliance with then-current statutory regulations, actuarial guidelines and any applicable actuarial standards of practice. The Administrator shall provide such reports in such form and manner as may reasonably be requested by the Ceding Company. (iii) No later than the fifteenth (15th) Business Day of each year, the Administrator shall provide to the Ceding Company a certification by the appointed actuary of the Reinsurer as to the General Account Reserves and Separate Account Statutory Reserves reported by the Administrator on behalf of the Reinsurer with respect to the Reinsured Policies. Not later than the fortieth (40th) day following the last day of each calendar year, the Administrator shall provide to the Ceding Company copies of tabular asset adequacy testing results pertaining to the Reinsured Policies. (iv) The Administrator shall timely provide written notice to the Ceding Company of any material changes in the reserve basis or reserve methodology used in calculating the General Account Reserves and/or the Separate Account Statutory Reserves. 1007063915v4 (v) For so long as any Notes are outstandingthis Agreement remains in effect, upon reasonable notice, the Company will furnish Administrator shall from time to the Trustee and the Holders of Notes or cause the Trustee time use its reasonable best efforts to furnish to the Holders of Notes Ceding Company such other reports and information related to the Administered Business as the Ceding Company may reasonably request for regulatory, tax or other reasonable business purposes; provided, that (or file with i) the SEC Ceding Company shall reimburse the Administrator for public availability) within the time periods specified reasonable costs and expenses incurred by the Administrator in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery preparation of such reports, and (ii) the Administrator shall not be required to provide any proprietary information and documents pursuant to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesthis Section 6.1(a)(v). (b) For so long as any Notes remain outstandingOn a quarterly basis, (i) the Ceding Company shall prepare and the Guarantors will furnish provide to the Holders Administrator a report containing a summary of any examinations or Actions initiated by a Governmental Entity or other Person with respect to which the Ceding Company has exercised its right to supervise and control the defense thereof in accordance with Section 8.2 or Section 8.6, in a form reasonably satisfactory to securities analysts the Administrator; and prospective investors, upon their request, (ii) the information required Administrator shall prepare and provide to be delivered pursuant the Ceding Company a report containing a summary of any pending or threatened in writing examinations or Actions initiated by a Governmental Entity or other Person relating to Rule 144A(d)(4) under the Securities Act. (c) If Administered Business with respect to which the Ceding Company is no longer subject controlling the defense thereof, in a form reasonably acceptable 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Ceding 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as the Securities of any Notes Series are outstanding, Parent will file a copy of each of the Company will furnish reports referred to the Trustee in clauses (1) and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file 2) below with the SEC for public availabilityavailability 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’s SEC rules and regulations applicable to such reports (giving effect to applicable grace periodsunless the SEC will not accept such a filing): (1) all quarterly and annual financial information reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 on the annual financial statements by the Company’s its certified independent registered public 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. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the SEC, the Company applicable to such reports. Each annual report on Form 10-K will file include a copy of all such information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SECreport on Parent’s rules and regulations (giving effect to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon requestconsolidated financial statements by Parent’s certified independent accountants. The Company will at all times comply with TIA Section §314(a). If the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its website or on ▇▇▇▇▇▇▇▇▇▇.▇▇▇ within the time periods that would apply if Parent were required to file those reports with the SEC (including all applicable extension periods). (b) In addition, the Company and the Guarantors agree that, for so long as any Series of Securities remains outstanding, if at any time they are not required to file with the SEC the reports required by paragraph (a) of this Section 4.02, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) The availability of the foregoing reports on the SEC’s ▇▇▇▇▇ service (or successor thereto) shall be deemed to satisfy the Company’s delivery obligations to the Trustee and the Holders. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will ▇▇▇▇▇ Energy Partners shall furnish (whether through hard copy or internet access) to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) Notes, within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company ▇▇▇▇▇ Energy Partners were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountantsreports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company ▇▇▇▇▇ Energy Partners were required to file such reports. In addition, whether or not required by the rules ▇▇▇▇▇ Energy Partners will be deemed to have furnished such reports and regulations of the SEC, the Company will file a copy of all such information and reports referred to described in clauses (1) and (2) above to the Holders of Notes (and the Trustee shall be deemed to have delivered such reports and information to the Holders of notes) if ▇▇▇▇▇ Energy Partners has filed such reports or information, respectively, with the SEC for public availability within using the time periods specified in ▇▇▇▇▇ filing system (or any successor filing system of the SEC’s rules and regulations (giving effect to applicable grace periods)) or if ▇▇▇▇▇ Energy Partners has posted such reports or information, unless the SEC will not accept such a filingrespectively, on its website, and make such reports or information, respectively, are publicly available to Holders of Notes through internet access. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the ▇▇▇▇▇ filing system (or any successor filing system of the SEC). In the event that any direct or indirect parent company of ▇▇▇▇▇ Energy Partners becomes a guarantor of the Notes, ▇▇▇▇▇ Energy Partners may satisfy its obligations under this Section 4.03, with respect to information relating to ▇▇▇▇▇ Energy Partners by furnishing corresponding information relating to such parent company; provided that the same includes an explanation of the differences between the information relating to such parent, on the one hand, and the information relating to ▇▇▇▇▇ Energy Partners and its Restricted Subsidiaries on a standalone basis, on the other hand. Any and all Defaults or Events of Default arising from a failure to comply with this Section 4.03 shall be deemed cured (and ▇▇▇▇▇ Energy Partners shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA Section 314(a). Delivery of such reports, information and documents or report as contemplated by this covenant (but without regard to the Trustee date on which such information or report is for informational purposes only so furnished or filed); provided that such cure shall not otherwise affect the rights of Holders under Section 6.01 hereof if all outstanding Notes shall have been accelerated in accordance with the terms of the Indenture and the Trustee’s receipt of such will acceleration has not constitute constructive notice of any information contained therein been rescinded or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as cancelled prior to which the Trustee is entitled to rely exclusively on Officers’ Certificates)such cure. (b) For so long as any Notes remain outstanding, if at any time none of ▇▇▇▇▇ Energy Partners and the Company Guarantors is required to file with the SEC the reports required by paragraph (a) of this Section 4.03, ▇▇▇▇▇ Energy Partners and the Guarantors will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

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) Whether or not of 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 furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)NASDAQ. (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) and provide to the Trustee, within one Business Day of the time periods specified in the SEC’s rules and regulations (giving effect to applicable grace periods):regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public 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. In addition, whether or not required by All such reports will be prepared in all material respects in accordance with the rules and regulations of applicable to such reports. Each annual report on Form 10-K will include a report on the SECCompany’s consolidated financial statements by the Company’s certified independent accountants. In addition, the Company will file a copy of all such information and 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 SEC’s rules and regulations applicable to such reports (giving effect to applicable grace periods), 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 Section 314(a)post the reports on its website within the time periods specified in this Indenture. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) For so long If the Company has designated any of its Subsidiaries as any Notes remain outstandingUnrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a 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 Guarantors will furnish to financial condition and results of operations of the Holders and to securities analysts and prospective investors, upon their request, Unrestricted Subsidiaries of the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActCompany. (c) If 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 preceding paragraphs of this Section 4.03 paragraph with the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs Section 4.03(a) on its website within the time periods that would apply if it was the Company were required to file those reports with the SEC. (d) In addition, the Company and the Guarantors agree that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer will furnish to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) ), within the time periods specified in the SEC’s rules and regulations (applicable to a non-accelerated filer, after giving effect to all applicable grace extensions and cure periods):: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer 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 on the annual Issuer’s consolidated financial statements by the CompanyIssuer’s certified independent registered public accountants; and (2) 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. In addition, whether or not required by the rules and regulations The availability of the SEC, the Company will file a copy of all such information and foregoing reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in on the SEC’s rules and regulations (giving effect ▇▇▇▇▇ filing system will be deemed to applicable grace periods), unless satisfy 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)foregoing delivery requirements. (b) If the Issuer has designated as an Unrestricted Subsidiary any of its Subsidiaries that is a Significant Subsidiary (or that, taken together with other Unrestricted Subsidiaries, would be a Significant Subsidiary), then the quarterly and annual financial information required by Section 4.03(a) will include (a) the aggregate amount of total property, plant and equipment, net, total operating revenues and net income represented by such Unrestricted Subsidiaries and (b) to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) In the event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to financial and other information relating to the Issuer by furnishing corresponding information relating to such parent company; provided that the same includes a reasonable summary of the differences between the information relating to such parent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (d) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or information required by this Section 4.03 shall be deemed cured (and the Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or information as contemplated by this Section 4.03 (but without regard to the date on which such report or information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if the principal, interest and premium, if any, have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (e) For so long as any Notes remain outstanding, the Company and the Guarantors Issuer 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. (cf) If This Section 4.03 does not impose any duty on the Company is no longer subject Issuer under the Sarbanes Oxley Act of 2002, as amended, and the related SEC rules that would not otherwise be applicable. The Issuer will be deemed to have furnished to the periodic reporting requirements Holders and Beneficial Owners 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 that are applicable Notes and to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post securities analysts and prospective investors the reports referred to in clauses (1) and (2) of Section 4.03(a) or the preceding paragraphs information referred to in Section 4.03(e) if the Issuer has posted such reports or information on its website within the Issuer Website. For purposes of this Section 4.03, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or such other address as the Issuer may from time periods that would apply if it was required to file those reports with the SECtime maintain for public information.

Reports. (a) 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 Trustee and the Holders of Notes or cause the Trustee The Adviser agrees to furnish to the Holders Subadviser current prospectuses, statements of Notes additional information, proxy statements, reports of shareholders, certified copies of their financial statements (collectively, “Trust Reports”) as soon as practicable after such Trust Reports are available to the public, and such other information with regard to their affairs and that of the Trust as the Subadviser may reasonably request. Adviser will provide Subadviser access to a list of the affiliates of Adviser or file the Portfolio(s) to which investment restrictions apply, which list will specifically identify (a) all companies in which the Portfolio(s) may not invest, together with ticker symbols and/or CUSIP numbers for all such companies, and (b) any affiliated brokers and any restrictions that apply to the SEC for public availabilityuse of those brokers by the Portfolio(s). Adviser will notify Subadviser any time a change to such list is made. The Adviser has delivered or will deliver to the Subadviser current copies of the Trust’s Prospectus and Statement of Additional Information, and all applicable supplements thereto. The Subadviser agrees to furnish to the Adviser and/or the Chief Compliance Officer of the Trust and/or the Adviser (the “CCO”) within with such information, certifications and reports as such persons may reasonably deem appropriate or may request from the time periods specified Subadviser regarding the Subadviser’s and the Subadviser Affiliates’ compliance with applicable law, including: (i) Rule 206(4)-7 of the Advisers Act; (ii) the Federal Securities Laws, as defined in Rule 38a-1 under the SEC’s Act; (iii) the Commodity Exchange Act; and (iv) any and all other laws, rules and regulations (giving effect regulations, whether foreign or domestic, in each case, applicable at any time to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if operations of the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, Subadviser with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations provision of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), unless the SEC will not accept such a filing, and make such information available to securities analysts and prospective investors upon requestits services under this Agreement. The Company will at all times comply with TIA Section 314(a). Delivery of such reportsSubadviser shall make its officers and employees (including its CCO) who are responsible for the Portfolio available, information and documents upon reasonable notice to the Trustee is for informational purposes only Subadviser, to the Adviser and/or the CCO from time to time to examine and review the Subadviser’s and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Subadviser Affiliates’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)program and adherence thereto. (b) For so long as any Notes remain outstanding, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) If 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 that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was required to file those reports with the SEC.

Reports. (a) Whether or not required The Adviser shall timely furnish to the Sub-Adviser the Prospectus, proxy statements, reports and other information relating to the business and affairs of the Fund as the Sub-Adviser may reasonably require, and reasonably request, in order to discharge the Sub-Adviser's duties under this Agreement. The Adviser will also promptly notify the Sub-Adviser, as permitted by applicable law: (1) in the rules and regulations of event that the SEC, so long as any Notes CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Adviser or the Fund; (ii) placed limitations upon either of their activities, functions, or operations that are outstanding, the Company will furnish reasonably expected to the Trustee and the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability) within the time periods specified in the SEC’s rules and regulations (giving have a material adverse effect to applicable grace periods): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Adviser’s ability to perform its obligations under this Agreement or have a material adverse effect on the CompanyPortfolio; (iii) suspended or revoked the Adviser’s independent registered public accountantsregistration as an investment adviser; and or (iv) has commenced proceedings or an investigation that are reasonably expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement; or (2) all current reports upon having a reasonable basis for believing that would the Portfolio has ceased to qualify or might reasonably be required expected to be filed with the SEC on Form 8-K if the Company were required fail to file such reports. In addition, whether or not required by the rules and regulations qualify as a regulated investment company under Subchapter M of the SEC, the Company will file a copy of all such 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 (giving effect to applicable grace periods), 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 Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Code. (b) For so long The Sub-Adviser will promptly notify the Adviser, as any Notes remain outstandingpermitted by applicable law in the event that the SEC, CFTC, NFA or other US or non-US governmental or self-regulatory authority has (i) censured the Company and Sub-Adviser; (ii) placed limitations upon its activities, functions, or operations that are reasonably expected to have a material adverse effect on the Guarantors will furnish Sub-Adviser’s ability to perform its obligations under this Agreement or have a material adverse effect on the Holders and Portfolio; (iii) suspended or revoked the Sub-Adviser’s registration as an investment adviser; or (iv) has commenced proceedings or an investigation that are reasonably expected to securities analysts and prospective investors, upon their request, have a material adverse effect on the information required Sub-Adviser’s ability to be delivered pursuant to Rule 144A(d)(4) perform its obligations under the Securities Actthis Agreement. (c) If The Sub-Adviser will promptly notify the Company is no longer subject to the periodic reporting requirements Adviser of the Exchange Act for occurrence of any reason, of the Company will nevertheless continue filing the reports specified following events: (1) any change in the preceding paragraphs Portfolio’s portfolio managers; (2) the Sub-Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of this Section 4.03 with any jurisdiction in which the SEC within the time periods specified above that are applicable to a non-accelerated filer unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept 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 it was Sub- Adviser is required to file those reports with be registered as an investment adviser in order to perform its obligations under this Agreement, except where such registration is not reasonably expected to have a material adverse effect on the SECSub-Adviser’s ability to perform its obligations under this Agreement; (3) the Sub- Adviser is the subject of any action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio; or (4) any proposed change in control of the Sub-Adviser.

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