Common use of Reports Clause in Contracts

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes (ior file with the SEC for public availability), within the time periods specified in the SEC’s rules and 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 annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that describes would be required to be filed with the financial condition and results of operations SEC on Form 8-K if the Company were required to file such reports. The Company shall comply with TIA Section 314 to the extent applicable. Any information, documents or reports that are required by TIA Section 314 to be filed with the Trustee to the extent the same are filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, shall be filed with the Trustee within 15 days of filing the same with the SEC. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent any such information is not furnished within the time periods specified above and such information is subsequently furnished (including upon becoming publicly available, by filing such information with the SEC), the Company shall be deemed to have satisfied its consolidated obligations with respect thereto as such time and any Default with respect thereto shall be deemed to have been cured. If, at any time the Company is not 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(a) 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 paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (showing in reasonable detaila) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (bc) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors shall 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required AbbVie has timely filed with or furnished to be contained in a filing with the SEC on Forms 10-Q all reports, schedules, forms, statements, prospectuses, registration statements and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be other documents required to be filed with or furnished to the SEC on Form 8-K if by AbbVie since January 1, 2017 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the Company were “AbbVie SEC Documents”). No Subsidiary of AbbVie is required to file any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (ii) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such reportsamended or superseding filing), each AbbVie SEC Document filed or furnished prior to the date of this Agreement did not, and each AbbVie SEC Document filed or furnished subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in each caselight of the circumstances under which they were made, within not misleading. (iii) AbbVie is, and since January 1, 2017 has been, in compliance in all material respects with (A) the time periods specified in applicable provisions of the SEC’s ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (B) the applicable listing and corporate governance rules and regulations. For so long regulations of NYSE. (iv) AbbVie and its Subsidiaries have established and maintain disclosure controls and procedures (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 defined in Rule 13a-15 under the first sentence of this Section 4.03(a) by furnishing financial Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Holdings; provided that AbbVie, including its consolidated Subsidiaries, is made known to AbbVie’s principal executive officer and its principal financial officer by others within those entities, including during the same is accompanied by consolidating periods in which the periodic reports required under the Exchange Act are being prepared. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the AbbVie Group, taken as a whole, such disclosure controls and procedures are effective in timely alerting AbbVie’s principal executive officer and principal financial officer to material information that explains required to be included in AbbVie’s periodic and current reports required under the Exchange Act. (v) AbbVie and its Subsidiaries have established and maintain a system of internal controls designed to provide reasonable detail assurance regarding the differences between the information relating to Holdings, on the one hand, reliability of AbbVie’s financial reporting and the information relating preparation of AbbVie’s financial statements for external purposes in accordance with GAAP. AbbVie’s principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the Company date of this Agreement, to AbbVie’s auditors and its Restricted Subsidiaries on a stand-alone basisthe audit committee of the AbbVie Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect AbbVie’s ability to record, on the other hand. In additionprocess, summarize and report financial information and (B) any fraud, whether or not required by the rules and regulations of the SECmaterial, the Company shall file that involves management or other employees who have a copy of all such information and reports with the SEC for public availability within the time periods specified significant role in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestinternal controls. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. During the term of this Agreement and until the First Commercial Sale of the first Licensed Product, ACORDA shall deliver to MAYO semi-annual reports, due within 45 days after the end of each June and December, summarizing the efforts of ACORDA, its Affiliates and its Sublicensees to develop and commercialize Licensed Products. (a) Whether If MAYO reasonably believes that ACORDA is not satisfying ACORDA’s diligence obligations set forth in Section 5.1 (or does not required by the rules have sufficient information to make such determination), it may request ACORDA to inform MAYO of such efforts as ACORDA, its Affiliates or Sublicensees are undertaking to comply with its obligations thereunder. Within 60 days from receipt of such request, ACORDA shall then report its efforts to develop and regulations of the SECcommercialize Licensed Products and, so long as any Notes are outstandingif either Party requests, the Company Parties shall furnish meet to discuss the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestsituation. (b) For so long as At any Notes remain outstandingtime during such 60-day period, either Party may request the Company use of a mediator to assist in the resolution of such dispute. In such event, both Parties shall try in good faith to resolve such dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules by a single mediator, who shall have experience and be knowledgeable in the Guarantors pharmaceutical industry, appointed in accordance with such rules. The Parties agree to submit to one day of mediation to take place within 30 days after the selection of such mediator, unless the Parties otherwise agree. The costs of any such mediation, including administrative fees and fees of the mediator, shall furnish to be shared equally by the Holders Parties, and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Acteach Party shall bear its own expenses in such mediation. (c) Should If, at the Company deliver end of the later of the 60 day period referred to in Section 5.3(a) or the unsuccessful conclusion of the mediation, if any, commenced pursuant to Section 5.3(b), MAYO still believes that ACORDA is not exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1, MAYO shall initiate a Short-Form Arbitration proceeding pursuant to Section 5.4 within 30 days thereafter. The sole question before the arbitrator shall be whether ACORDA is exercising sufficient efforts to satisfy the diligence obligations set forth in Section 5.1. If MAYO fails to initiate such arbitration within such 30 day period, MAYO shall have no further right to dispute ACORDA’s efforts to satisfy its diligence obligations with respect 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, documents and other reports period in question. (d) The foregoing is intended to provide MAYO the Trustee is for informational purposes onlymeans to reasonably exercise its rights hereunder, and the Trustee’s receipt of such shall not constitute constructive notice of any be used to place unreasonable reporting burdens on ACORDA. MAYO may not commence a request for the foregoing 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)ACORDA for at least one year after MAYO last commenced a request therefor.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall will file with the Commission and furnish to the Holders Trustee and, upon request, to the Holders: (i1) all within 90 days after the end of each fiscal year, an annual report on Form 10-K; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a quarterly and annual financial information that would be report on Form 10-Q; and (3) promptly from time to time after the occurrence of an event required to be contained therein reported pursuant to Form 8-K, a current report on Form 8-K. 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 a filing the preceding paragraphs of this Section 4.16 with the SEC on Forms 10-Q and 10-K Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Company were required to file those reports with the Commission. The Company will not take any action for the purpose of causing the Commission not to accept any such Formsfilings. Any information filed with, including a “Management’s Discussion or furnished to, the Commission via ▇▇▇▇▇ shall be deemed to have been made available to the Trustee and Analysis the registered Holders of Financial Condition and Results of Operations” that describes the financial condition and results of operations Notes. (b) Notwithstanding the foregoing, (A) if Holdings or any other direct or indirect parent of the Company fully and its consolidated Subsidiaries (showing in reasonable detail, either on unconditionally guarantees the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of OperationsNotes, the financial condition and results filing of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon such reports by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, parent within the time periods specified in above will satisfy such obligations of the SEC’s rules Company; provided that such reports shall include the information required by Rule 3-10 of Regulation S-X with respect to the Company and regulations. For so long the Guarantors and (B) if neither the Company nor Holdings is subject to Section 13 or 15(d) of the Exchange Act, the financial statements, information and other documents required to be provided as Holdings described above, may be those of (i) the Company or another (ii) any direct or indirect parent company of the Company, so long as in the case of (ii) such direct or indirect parent of the Company is a guarantor shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the NotesEquity Interests in, this Indenture will permit and its management of, the Company to satisfy its obligations under Company; provided that, if the first sentence of this Section 4.03(a) by furnishing financial information relating so furnished relates to Holdings; provided that such direct or indirect parent of the Company, the same is accompanied by consolidating information that explains in reasonable detail a reasonably detailed description of the quantitative differences between the information relating to Holdingssuch parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. (c) The Company shall distribute such information and such reports to the Trustee, and make them available, upon request, to any Holder and to any such prospective investor or securities analyst. In addition, whether or To the extent not required satisfied by the rules and regulations of the SECforegoing, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and also make such information publicly available to securities analysts and prospective investors upon request. (b) 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 available 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether With respect to each calendar year, each Operator shall prepare and deliver to each Member holding Membership Interests of a Series to which the Facility or not required Facilities operated by the rules and regulations of the SECsuch Operator relate, so long as any Notes are outstanding, the Company shall furnish to the Holders on a per-Series basis: (i) all quarterly and annual financial information that would be required to be contained in Within 75 Days after the end of such calendar year, 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 statement of operations and a statement of cash flows for such year, a balance sheet as of the Company end of such year, and its consolidated Subsidiaries (showing in reasonable detail, either on the face an audited report thereon of the financial statements Certified Public Accountants; provided that, upon the written request of one 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 more Members holding Membership Interests of the Company applicable Series at least [***] Days prior to the applicable calendar year end, which request shall be a standing request effective for subsequent calendar years unless and its Restricted Subsidiaries separate from until revoked by the financial condition requesting Member, such Operator shall prepare and results deliver to the requesting Member(s) within 25 Days after the end of operations each such calendar year the foregoing information except for the audited report, which such Operator shall use reasonable efforts to prepare and deliver to the requesting Member(s) no later than 14 Days prior to any regulatory, contractual or filing deadlines of such Member for which such Operator has been notified by such Member. (ii) Within 75 Days after the Unrestricted Subsidiaries end of the Company) andsuch calendar year, such federal, state and local income tax returns and such other accounting and tax information and schedules as shall be necessary for tax reporting purposes by each such Member with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestyear. (b) For so long Upon the written request of one or more Founding Members at least [***] Days prior to the applicable calendar year end, each Operator shall use reasonable efforts to prepare and deliver to the requesting Founding Member(s) the following information with respect to Series A Membership Interests and/or any Membership Interests of a Series to which the Facility or Facilities operated by such Operator relate within [***] Days after the end of such calendar year, on a per-Series basis: (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 any Notes remain outstandingcompared to the same periods in the prior calendar year, and relevant operational statistics, including volumetric data; (ii) A schedule of amounts due by year for contractual obligations that will impact Available Cash including notes payable, capital leases, operating leases, and purchase obligations; and (iii) A three-year forward-looking forecast that includes a balance sheet, profit and loss statement, and a statement of cash flows. Such forecast shall include information pertaining to the underlying assumptions used in its preparation including volumetric, revenue per-unit and capital expenditure assumptions. Such forecast also shall be updated within 45 Days after execution by the Company of a material Gas Transportation Service Agreement related to such Series if the timing and amount of revenues or expenses resulting from such agreement are materially different than estimates included in the Guarantors shall furnish forward-looking forecast. The reasonable incremental cost to the Holders and prospective investorsapplicable Operator(s) of preparing the above reports shall be reimbursed to such Operator(s) by the Founding Member requesting such reports and, upon their requestin the case of two or more Founding Members requesting such reports, equally by such Founding Members. Such cost shall be determined in accordance with the information required to be delivered pursuant to Rule 144A(d)(4) under Accounting Procedure set forth in the Securities Actapplicable COM Agreement(s). (c) Should Within 25 Days after the Company end of each calendar month, each Operator shall cause to be prepared and delivered to each Member holding Membership Interests of a Series to which the Facility or Facilities operated by such Operator relate with an appropriate certification of the Person authorized to prepare the same (provided that the Series A Management Committee may change the financial statements required by this Section 9.02(c) to a quarterly basis or may make such other change therein as it may deem appropriate), on a per-Series basis: (i) A statement of operations for such month (including sufficient information to permit the Members 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; (ii) A balance sheet as of the end of such month and the portion of the calendar year then ended; and (iii) For quarter month end, a statement of cash flows for the portion of the calendar year then ended as compared to the same period for the prior calendar year. (d) In addition to its obligations under subsections (a), (b), and (c) of this Section 9.02, but subject to Section 3.06, each Operator shall timely prepare and deliver to any Member holding Membership Interests of a Series to which the Trustee Facility or Facilities operated by such Operator relate, upon request and on a per-Series basis, all of such additional financial statements, notes thereto and additional financial information as may be required in order for such Member or an Affiliate of such Member to comply with any reporting requirements under (i) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, (ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and (iii) any national securities exchange or automated quotation system. The reasonable incremental cost to such Operator(s) of preparing and delivering such additional financial statements, notes thereto and additional financial information, including any required incremental audit fees and expenses, shall be reimbursed to such Operator(s) by the Member requesting such reports and, in the case of two or certificates or any annual reports, more Members requesting such additional information, documents equally by such Members. Such cost shall be determined in accordance with the Accounting Procedure set forth in the applicable COM Agreement(s). (e) Each Operator with respect to the Facilities of a Series shall also cause to be prepared and delivered to each Founding Member of such Series such other reports, delivery forecasts, studies, budgets and other information as such Founding Member may reasonably request from time to time. (f) For purposes of clarification and not limitation, any audit or examination by a Member pursuant to Section 3.6 of the Existing COM Agreement (or any substantially similar provision of any other COM Agreement) may, at the option of such informationMember, reports include audit or certificates or any annual reportsexamination of the books, information, documents records and other reports support for the costs incurred pursuant to subsections (b) and (e) of this Section 9.02. (g) For the Trustee is for informational purposes onlyavoidance of doubt, 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 a Member is entitled to rely exclusively on Officers’ Certificates)receive, pursuant to this Section 9.02, only those reports, statements or other financial information relating to Series held by such Member, and such Member shall not receive any reports, statements or other financial information relating to any other Series.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders (ior file with the SEC for public availability), within the time periods specified in the SEC’s rules and 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and accountants; and (ii2) all current reports financial information that would be required to be included in a Form 8-K filed with the SEC on Form 8-K if the Company were required to file such reports. The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such reports, documents or information filed by the Company and delivery of such reports, documents or information to the Trustee is for informational purposes only and receipt of such shall not constitute constructive notice thereof or any information contained therein. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in each casewriting. 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 paragraphs on its website within the time periods specified in that would apply if the Company were required to file those reports with the SEC’s rules and regulations. For so long as Holdings The Trustee shall have no liability or another responsibility for the filing, content or timeliness of any such report. Notwithstanding the foregoing, if at any time the Notes are Guaranteed by any direct or indirect parent company of the Company is a guarantor of the NotesCompany, this Indenture will permit the Company to shall satisfy its obligations under this covenant with respect to financial information relating to the first sentence of this Section 4.03(a) Company by furnishing financial information relating to Holdingssuch direct or indirect parent company; provided provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdingssuch direct or indirect parent company and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Subsidiary Guarantors and the other Subsidiaries of the Company and its Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders (ior file with the SEC for public availability), within the time periods specified in the SEC’s rules and 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and accountants; and (ii2) all current reports financial information that would be required to be included in a Form 8-K filed with the SEC on Form 8-K if the Company were required to file such reports. The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such reports, documents or information filed by the Company and delivery of such reports, documents or information to the Trustee is for informational purposes only and receipt of such shall not constitute constructive notice thereof or any information contained therein. In addition, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability (unless the SEC will not accept such a filing) and make such information available to investors who request it in each casewriting. 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 paragraphs on its website within the time periods specified in that would apply if the Company were required to file those reports with the SEC’s rules and regulations. For so long as Holdings The Trustee shall have no liability or another responsibility for the filing, content or timeliness of any such report. Notwithstanding the foregoing, if at any time the Notes are Guaranteed by any direct or indirect parent company of the Company is a guarantor of the NotesCompany, this Indenture will permit the Company to shall satisfy its obligations under this covenant with respect to financial information relating to the first sentence of this Section 4.03(a) Company by furnishing financial information relating to Holdingssuch direct or indirect parent company; provided provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdingssuch direct or indirect parent company and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company, the Subsidiary Guarantors and the other Subsidiaries of the Company and its Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. Within ten (10) business days after the end of each calendar quarter, Licensee shall (a) Whether or not required by provide each of Gilead and MPP with a detailed report of amounts of API and Product produced, API and Product on stock, total invoiced sales, Net Sales, the rules deductions used to determine Net Sales, number of units of Product sold, each of which shall be reported on the smallest unit, pack size and regulations value of sales in US dollars on a Product-by-Product, country-by-country, month-by-month and purchaser-by-purchaser basis, adjustments for Combination Products (pursuant to Section 4.2) including calculations showing the Net Sales of the SECEVG component of any EVG Combination Product or Quad Product, so long as any Notes are outstandingtotal royalties owed for the calendar quarter on a‌ country-by-country basis, the Company shall furnish Third Party Resellers, if any, to which Licensee has provided Product and in what quantities, and Net Sales by each Third Party Reseller, and, in the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 case of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face sale of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis any API to third-party manufacturers of Financial Condition and Results of OperationsProduct, the financial condition identity of such third parties and results quantities of operations of API sold to each such third party (the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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“Quarterly Report”); 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstandingprovide each of Gilead and MPP with a written certification of the accuracy of the contents of the Quarterly Report, the Company signed by an appropriate Licensee senior officer; 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 pay royalties due to Gilead for the Company deliver calendar quarter on a Product-by-Product and country-by-country basis. Additionally, together with each Quarterly Report, Licensee shall provide Gilead and MPP with a Regulatory Report as set forth in Section 6.3. Licensee shall provide Quarterly Reports and Regulatory Reports to Gilead and MPP at the addresses listed below. Licensee shall pay royalties to Gilead by wire transfer to the Trustee any bank account indicated by Gilead from time to time. To the extent such informationQuarterly Reports relate to EVG, EVG Product, EVG Combination Product, or Quad Product, Gilead will have the right to share such Quarterly Reports with Japan Tobacco. Failure to provide timely reports or certificates or any annual reports, information, documents as required under this Section and other reports, delivery under Section 6.3 shall constitute a breach of such information, reports or certificates or any annual reports, information, documents this Agreement and other reports shall provide MPP with the right 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 terminate this Agreement pursuant to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Section 10.2.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company shall furnish or cause to be furnished to Holders, within the Holders time periods (iincluding any extensions thereof) specified in the SEC’s rules and 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. To the extent the reports referred to in clauses (1) and (2) above are filed with the SEC for public availability, the reports will be deemed to be furnished to the Trustee and Holders of Notes. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in each case, this Section 4.03(a) with the SEC 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (above unless the SEC will not accept such a filing. 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 this Section 4.03(a) and make such information available on the website of Clearway Energy, Inc. within the time periods that would apply if the Company were required to securities analysts and prospective investors upon requestfile those reports with the SEC. (b) For So long as the Parent Guarantor continues to own, directly or indirectly, all of the Equity Interests of the Company, the Parent Guarantor may elect to prepare and file and furnish the quarterly, annual and current reports and consolidated financial statements referred to above in respect of the Parent Guarantor and such reports and consolidated financial statements will be deemed to satisfy the obligations of the Company under this Section 4.03. (c) 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 Company and reports required by the Guarantors preceding paragraphs with the Commission, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers: (ia) 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (iib) 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 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 electronic filing of the foregoing reports by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, Issuer on the one hand, and SEC’s ▇▇▇▇▇ system (or any successor system) shall be deemed to satisfy the information relating Issuer’s delivery obligations to the Company Trustee and its Restricted Subsidiaries any Holder of Notes. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a stand-alone basis, report on the other handIssuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, whether or not required by the rules and regulations of the SEC, the Company shall Issuer will file a copy of all such information each of the reports referred to in clauses (a) and reports (b) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make will post the reports on its website within those time periods. If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information available referred to securities analysts in clause (a) 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 upon request. 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 (ba) For so long as any Notes remain outstandingabove. In addition, the Company and Issuer agrees that, if at any time it is not required to file with the Guarantors shall SEC the reports required by the preceding paragraphs, it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. (c) Should . To 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of extent any information contained therein or determinable from is not provided within the time periods specified in this Section 4.03 and such information contained thereinis subsequently provided, including the Company’s compliance Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any of its covenants hereunder (as Default with respect thereto shall be deemed to which the Trustee is entitled to rely exclusively on Officers’ Certificates)have 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 shall will file with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulation) (ia) 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” reports; and (b) all current reports that describes would be required to be filed with the financial condition and results of operations SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. 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 covenant 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 paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and its consolidated Subsidiaries (showing in reasonable detailannual 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 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC Guarantors agree that, for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, if at any time they are not required to file the Company and reports required by the Guarantors shall preceding paragraphs with the SEC, they will furnish to the Holders 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC's rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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, . All such reports will be prepared in each case, within all material respects in accordance with all of the time periods specified in the SEC’s rules and regulationsregulations applicable to such reports. For so long as Holdings or another direct or indirect parent company of the Company is Each annual report on Form 10-K will include 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, report on the one hand, and Company's consolidated financial statements by the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other handCompany's certified independent accountants. In addition, whether or not required following consummation of the Exchange Offer contemplated by the rules and regulations of the SECRegistration Rights Agreement, the Company shall will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filingfiling or the Company has elected to pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement) and make will post the reports on its website within those time periods. If the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless file the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such information available a filing or the Company has elected to securities analysts pay Special Interest in lieu of complying with the registration requirements of the Registration Rights Agreement. However, if the Company does not file any such reports with the SEC, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company and prospective investors upon request. (b) For the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the Company and SEC the Guarantors shall reports required by the preceding paragraphs, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company shall furnish to Holders, within the Holders time periods (iincluding any extensions thereof) specified in the SEC’s rules and 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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, . All such reports shall be prepared in each case, within the time periods specified all material respects in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company accordance with all 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 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 independent registered public accounting firm. In addition, the Company shall file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the Trustee and Holders of Notes. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) and make with the SEC within the time periods specified above unless the SEC will not accept such information available a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to securities analysts and prospective investors upon requestaccept 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 this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. The Company shall at all times comply with TIA § 314(a). (b) For 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 Company and reports required by the Guarantors preceding paragraphs with the SEC, they shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required If requested by the rules and regulations Company, the Subscription Agent shall notify Mr. Denis A. O'Connor at the Company (631-244-8244) or his designee, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ or before 4:00 p.m., New York City time, on each business day during the period commencing with mailing of the SECRights Certificates and ending at the Expiration Date (and in the case of guaranteed delivery, so long as any Notes are outstandingending three (3) business days after the Expiration Date), the Company which notice shall furnish to the Holders thereafter be confirmed in writing, of (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsnumber of shares of Series B Preferred Stock validly subscribed for, 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required the number of shares of Series B Preferred Stock subject to be filed with guaranteed delivery, (iii) the SEC on Form 8number of shares of Series B Preferred Stock for which defective subscriptions have been received and the nature of such defects, (iv) the number of shares of Series B Preferred Stock validly subscribed for pursuant to the Over-K if Subscription Rights, and (v) the Company were required to file such reports, in each case, within the time periods specified amounts of collected and uncollected funds in the SEC’s rules and regulationssubscription escrow account established under this Agreement. For so long as Holdings At or another direct or indirect parent company of the Company is a guarantor of the Notesbefore 5:00 p.m., 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 HoldingsNew York City time, on the one handfifth business day following the Expiration Date, and or upon the information relating request from the Company from time to time thereafter, the Subscription Agent shall certify in writing to the Company and its Restricted Subsidiaries on a stand-alone basisthe cumulative totals through the Expiration Date of all the information set forth in clauses (i) through (v) above. At or before 5:00 p.m., New York City time, on the other hand. In addition, whether or not required by fifth business day following receipt from the rules and regulations Company of written instructions to mail the SECshares of Series B Preferred Stock subscribed for pursuant to the Rights, the Company shall file a copy of all such information Subscription Agent will execute and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver to the Trustee Company a certificate in the form of Exhibit B hereto. The Subscription Agent shall also maintain and update a listing of holders who have fully or partially exercised their Rights and holders who have not exercised their Rights. The Subscription Agent shall provide the Company or their designees with such information compiled by the Subscription Agent pursuant to this Section 12 as any such informationof them shall request from time to time by telephone or telecopy. The Subscription Agent hereby represents, reports or certificates or any annual reports, information, documents warrants and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to agrees that 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 in each notification referred to which the Trustee is entitled to rely exclusively on Officers’ Certificates)in this Section 12 shall be accurate in all material respects.

Reports. Within [***] days after the conclusion of each Calendar Quarter commencing with the first Calendar Quarter in which Net Sales are generated or Sublicense Income is received, Company shall deliver to Broad a report containing, as applicable, the following information, on a Licensed Product-by-Licensed Product and country-by-country basis (and, in the case of the requirement under Section 5.1.1(c), to the extent such itemized listing of allowable deductions is available from Sublicensees under the terms of the relevant Sublicenses): (a) Whether quantity of Licensed Products sold or not required otherwise transferred by Invoicing Entities for the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.applicable Calendar Quarter; (b) For so long as any Notes remain outstandingthe gross amount billed or invoiced for Licensed Products sold or otherwise transferred by Invoicing Entities during the applicable Calendar Quarter; CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, 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 ActAS AMENDED. (c) Should a calculation of Net Sales for the applicable Calendar Quarter, including an itemized listing of allowable deductions; (d) a reasonably detailed accounting of all Sublicense Income received during the applicable Calendar Quarter; and (e) the total amount payable to Broad in U.S. Dollars on Net Sales and Sublicense Income for the applicable Calendar Quarter, together with the exchange rates used for conversion. Company deliver shall use reasonable efforts to include in each Sublicense a provision requiring the Sublicensee to provide the information required under this Section 5.1.1. Each such report shall be certified on behalf of Company as true, correct and complete in all material respects with respect to the Trustee any such informationinformation required under Sections 5.1.1(a) through 5.1.1(e). If no amounts are due to Broad for a particular Calendar Quarter, reports or certificates or any annual reports, information, documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such report 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)so state.

Reports. (a) Whether The Parent Guarantor will provide to the Trustee and each Holder or will provide to the Trustee for forwarding at the cost of the Parent Guarantor, to each Holder upon request, without cost to such Holder: (i) as soon as available after the end of each Fiscal Year (and, in any event, within 120 days after the close of such Fiscal Year), annual reports in English, containing: (A) financial statements (containing a consolidated statement of financial position as of the end of such Fiscal Year and immediately preceding Fiscal Year and consolidated statements of comprehensive income, changes in equity and cash flows for such Fiscal Year and the immediately preceding Fiscal Year) with an audit report thereon by an internationally recognized independent firm of chartered accountants; (B) a statement of the determination of the amounts of Excess Cash and Cash as of the end of the Fiscal Year (including reasonable details as to the calculation thereof); and (C) the Pro Forma Information; (ii) as soon as available (and, in any event, within 60 days after the close of the first six months in each Fiscal Year) interim semiannual reports in English, containing (A) a condensed consolidated statement of financial position as of the end of each interim period covered thereby and as of the end of the immediately preceding Fiscal Year and condensed consolidated statements of comprehensive income and cash flows for each interim period covered thereby and for the comparable period of the immediately preceding Fiscal Year with a review report thereon; and (B) the Pro Forma Information; and (iii) whether or not the Parent Guarantor has equity listed on the ASX, any other documents filed, furnished or otherwise provided or that would be required by to be provided to the rules ASX pursuant to the continuous reporting requirements under Australian securities laws and regulations and ASX rules if the Parent Guarantor had equity listed on the ASX, within the time periods specified therein. The Parent Guarantor need not provide those annual or interim reports to the Trustee and each Holder of the SECNotes if and to the extent that the Parent Guarantor files or furnishes those reports with the ASX and those reports are publicly available on the ASX website within the time periods referred to in clauses (i), (ii) and (iii) above. (b) All financial statements shall be prepared in accordance with Australian Accounting Standards and International Financial Reporting Standards, each as then in effect. Except as provided for above, no report need include separate financial statements for the Subsidiaries of the Parent Guarantor. (c) If the Parent Guarantor no longer has equity listed on the ASX, contemporaneously with the furnishing of each such report discussed under Section 4.16(a), the Parent Guarantor will also (a) file a press release with the appropriate internationally recognized wire services in connection with such report and (b) post such report on the Parent Guarantor’s website. The Parent Guarantor shall also post this Indenture, any supplemental indentures and the Amended Security Trust Deed on its website. The website which contains such annual, semi-annual and quarterly reports described under clauses (i), (ii) and (iii) of Section 4.16(a) of this covenant and the documents referred to in the immediately preceding sentence shall be made available to the public and shall not be password protected. (d) If the Parent Guarantor no longer has equity listed on the ASX, so long as any Notes are outstanding, the Company shall furnish to the Holders Parent Guarantor will also: (i) all quarterly and annual financial information that would be required to be contained as soon as practicable, but in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsany event, 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 detailno later than 20 Business Days, 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 after furnishing to the Trustee the annual information only, a report thereon and semi-annual reports required by the Company’s certified independent accountants clauses (i) and (ii) all current of Section 4.16(a), hold a conference call to discuss such reports that would be and the results of operations for the relevant reporting period; and (ii) issue a press release to an internationally recognized wire service no fewer than five Business Days prior to the date of the conference call required to be filed with by the SEC on Form 8-K if the Company were required to file such reportsforegoing clause (i) of this paragraph, in each case, within announcing the time periods specified in and date of such conference call and either including all information necessary to access the SEC’s rules and regulations. For so long as Holdings call or another direct or indirect parent company of the Company is a guarantor directing Holders of the Notes, prospective investors, broker dealers and securities analysts to contact the appropriate person at the Parent Guarantor to obtain this information. (e) The Issuer shall deliver to the Trustee, within 120 days after the end of each Fiscal Year, an Officer’s Certificate that complies with Section 314(a)(4) of the Trust Indenture will permit Act stating that in the Company course of the performance by the signer of its duties as an officer of the Issuer he would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the Issuer is taking or proposed to satisfy its obligations under the first sentence take with respect thereto. For purposes of this Section 4.03(a4.16(e), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (f) by furnishing financial information relating The Parent Guarantor shall deliver written notice to Holdings; provided a Responsible Officer of the Trustee within 30 days after an Officer becoming aware of the occurrence of a Default or an Event of Default. (g) In the event that the same Parent Guarantor is accompanied by consolidating information that explains in reasonable detail neither subject to Section 13 or 15(d) of the differences between Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the information relating Exchange Act, the Parent Guarantor will also, for so long as any Notes remain “restricted securities” under Rule 144(a)(3) under the Securities Act, furnish or cause to Holdings, on the one hand, and the information relating be furnished to the Company and its Restricted Subsidiaries on a stand-alone basisHolders, on the other hand. In addition, whether or not required by the rules and regulations beneficial owners of the SECNotes, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ch) Should The Issuer and the Company Parent Guarantor shall (i) deliver to a Responsible Officer of the Trustee any such informationTrustee, within 15 days after the Issuer or the Parent Guarantor, as the case may be, is required to file the same with the SEC, copies of the annual reports or certificates or any annual reports, and of the information, documents and other reports, delivery if any (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer or the Parent Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer or the Parent Guarantor is not required to file information, documents or reports or certificates or any annual reportspursuant to either of said sections, then it shall deliver to a Responsible Officer of the Trustee and file with the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (ii) deliver to a Responsible Officer of the Trustee and file with the SEC, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in such Trust Indenture Act; and (iii) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the delivery thereof to the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer or the Parent Guarantor, as the case may be, pursuant to subparts (i) and (ii) of this Section 4.16(h) as may be required by rules and regulations prescribed from time to time by the SEC. (i) Delivery of any reports, information and documents to the Trustee pursuant to Section 4.16(a), Section 4.16(c), Section 4.16(d) and Section 4.16(h) is for informational purposes onlyand the purposes set forth in Section 4.16(a), Section 4.16(c), Section 4.16(d) and Section 4.16(e), and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder (as to which of the Trustee is entitled to rely exclusively on Officers’ Certificates)Company and the Note Guarantors hereunder.

Reports. (a) Whether or not required by the rules and regulations Parent Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the SECExchange Act, so long as any Notes are outstanding, outstanding the Company shall furnish to Parent Guarantor must provide the Trustee and Holders of the Notes (ior make available on ▇▇▇▇▇) within the time periods specified in those sections with: (a) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company Parent Guarantor were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the CompanyParent Guarantor’s certified independent accountants and accountants, and (iib) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Company Parent Guarantor were required to file such reports, . Any and all Defaults or Events of Default arising from a failure to furnish or file in each case, within the time periods specified in the SEC’s rules and regulations. For so long as Holdings a timely manner any information 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 report required by this Section 4.03(a4.17 shall be deemed cured (and the Parent Guarantor shall be deemed to be in compliance with this Section 4.17) upon furnishing or filing such information or report as contemplated by furnishing financial this Section 4.17 (but without regard to the date on which such information relating to Holdingsor report is so furnished or filed); provided that such cure shall not otherwise affect 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 rights of the SECHolders of the Notes under Article VI hereof if the principal and interest have been accelerated in accordance with the terms of Article VI hereof and such acceleration has not been rescinded or cancelled prior to such cure. Delivery of such reports, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver documents 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, documents and other reports pursuant to the Trustee this Section 4.17 is for informational purposes only, only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including either of the CompanyIssuers’ or any other Person’s compliance with any of its covenants hereunder or under the Notes (as to which the Trustee is entitled to rely exclusively on an Officers’ CertificatesCertificate).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall Issuer will file with the SEC for public availability, within 30 days of the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case the Issuer will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations): (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include an audit report on the Issuer’s consolidated financial statements by a nationally recognized firm of independent accountants. If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in each case, the preceding paragraphs of this Section 4.03(a) with the SEC 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs of this Section 4.03(a) and make such information available on its website within 30 days of the time periods that would apply if the Issuer were required to securities analysts and prospective investors upon requestfile those reports with the SEC. (b) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material as determined by the Board of Directors of the Issuer in good faith, 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 Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) For so long as any Notes remain outstanding, if at any time they are not required to file the Company reports required by paragraph (a) of this Section 4.03 with the SEC, the Issuer and the Guarantors shall will furnish to the Holders of Notes 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Affiliate shall furnish to the Holders (i) all quarterly and annual financial information that would maintain at its own expense a SMS which should be required to be contained in a filing fully integrated 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestCAS. (b) For so long as any Notes remain outstandingWith respect to each month of the Term, or part thereof, the Company and the Guarantors Affiliate shall furnish mandatorily provide to the Holders Authorized Representative the duly complete and prospective investorsaccurate Subscriber Report with respect to each head-end of the Affiliate’s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, upon their requestChannel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Broadcaster through the Authorized Representative from time to time, within seven (7) days of the immediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such further / other information as may be reasonably required inter alia to be delivered pursuant monitor affiliate’s compliance with stipulations of this Agreement. Such information may relate to Rule 144A(d)(4) under the Securities Actfurnishing of additional city/area wise and Affiliate’s affiliated local cable operator wise reports. (c) Should If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must feature in the Company deliver Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and Affiliate’s affiliated local cable operator wise and shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. (d) In case the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Affiliate shall also provide a report to the Trustee Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the availed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. (e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-▇▇-▇▇▇▇▇ rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any such informationof the Subscribed Channel(s), reports or certificates or any annual reports, information, documents and other reports, delivery along with the monthly per subscriber rate (excluding taxes) of such informationbouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, reports or certificates or any annual reports, information, documents and other reports then any/all such change(s) shall be communicated by the Affiliate in writing to the Trustee is Authorized Representative at least three (3) days before the Affiliate implementing such change. (f) Affiliate shall maintain throughout the Term and for informational purposes onlytwelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster through the Authorized Representative to verify and ascertain (i) veracity of the Subscriber Reports supplied by Affiliate pursuant to this Clause, 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(ii) Affiliate’s compliance with any of its covenants hereunder (anti- piracy obligations as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)set out in this Agreement.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, any New Parent or the Company shall will furnish to the Trustee and the Holders of Notes or request the Trustee to furnish to the Holders of Notes at the expense of the Issuers, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsreports, 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 Subsidiaries, as the case may be; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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 , provided, that (1) it is understood that 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 furnish to the Company Holders of Notes an Annual Report on Form 10-K for the year ended December 31, 2007 by April 15, 2008, but such annual report need only include the financial statements, Notes related thereto and its Restricted Subsidiaries on a stand-alone basis, on the other hand. In addition, whether or not required by “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in accordance with the rules and regulations of the SEC applicable to such report, in all material respects; and (2) if a New Parent is formed, such New Parent may become the reporting company contemplated hereby, provided that such election would comply with the applicable rules and regulations of the SEC. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K of such New Parent or the Company, as applicable, will include a report on such New Parent’s or the Company shall Company’s consolidated financial statements by such New Parent’s or the Company’s certified independent accountants. In addition, any such New Parent or the Company, whichever entity is then the ultimate parent company, will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, such New Parent or the Company, whichever entity is then the ultimate parent company, will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the those time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request). (bc) For If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, any such New Parent or the Company, as the case may be, is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, such company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Neither any such New Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. (d) Any such New Parent or the Company, as the case may be, will hold a quarterly conference call for the Holders of the Notes and securities analysts to discuss such financial information no later than ten Business Days after distribution of such financial information. (e) If any such New Parent or the Company, as the case may be, has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.28 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 such New Parent or the Company, as the case may be, and their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of such New Parent or the Company, as the case may be. (f) In addition, the Issuers and the Guarantors agree that, for so long as any Notes remain outstanding, if at any time they are not required or permitted to file with the Company and SEC the Guarantors shall reports required by this Section 4.28, 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes (ior file with the SEC for public availability), within 15 days after the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing quarterly and annual reports that would be required to be 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and accountants; and (ii2) 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, . All such information will be prepared in each case, all material respects in accordance with all of the rules and regulations applicable to the reports indicated above except as otherwise set forth above. To the extent any such information is not furnished within the time periods specified in above and such information is subsequently furnished (including upon becoming publicly available, by filing such information with 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 shall be deemed to have satisfied its obligations with respect thereto as such time and any Default with respect thereto shall be deemed to have been cured. The Company to may satisfy its obligations under the first sentence of in this Section 4.03(a) 4.03 with respect to financial information relating to the Company by furnishing financial information relating to Holdingsa direct or indirect parent entity; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdingssuch parent entity (and other parent entities included in such information, if any), on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone standalone basis, on the other hand. In additionFor the avoidance of doubt, whether the consolidating information referred to in this Section 4.03 need not be audited. Notwithstanding anything to the contrary set forth above, if the Company or not required by any direct or indirect parent entity has furnished the rules and regulations Holders of Notes or filed with the SECSEC the reports described in this Section 4.03 with respect to the Company or any direct or indirect parent entity, the Company shall file a copy of all such information and reports be deemed to be in compliance with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestprovisions of this Section 4.03. (b) If the Company has designated any of its Subsidiaries as an Unrestricted Subsidiary, and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would 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 presentation, of selected financial metrics (in the Company’s sole discretion) of such Unrestricted Subsidiaries as a group in Management’s Discussion and Analysis of Financial Condition and Results of Operations. (c) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors shall 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether Notwithstanding that the Parent may not be subject to the reporting requirements of Section 13 or not required by the rules and regulations 15(d) of the SEC, so long as any Notes are outstandingExchange Act, the Company shall furnish Parent will provide the Trustee with such annual and quarterly reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so provided at the Holders (i) all quarterly times specified for the filing of such information, documents and annual financial information that would reports under such Sections. The Parent will not be required to be contained in a filing provide the Trustee with the SEC on Forms 10-Q and 10-K if the Company were required to file any such Formsinformation, 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 documents or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be are filed with the SEC on Form 8-K and the Trustee shall have no responsibility whatsoever to determine if the Company were required to file such reportsinformation, in each case, within the time periods specified in documents or reports have been filed with the SEC’s rules and regulations. For so long as Holdings The Trustee shall not be obligated to monitor 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 confirm on a stand-alone basiscontinuing basis or otherwise, on our compliance with the covenants or with respect to any reports or other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports documents filed with the SEC for public availability within the time periods specified or ▇▇▇▇▇ or any website under this Indenture, or participate in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestany conference calls. (b) Notwithstanding anything herein to the contrary, in the event that the Parent fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, the Parent will be deemed to have cured such Default for purposes of Section 6.01(4) upon the provision of all such information, documents and reports required hereunder prior to the expiration of 60 days after written notice to the Parent of such failure from the Trustee or the Holders of at least 25% of the principal amount of the Notes. (c) For so long as any Restricted Notes remain outstandingare outstanding the Parent agrees that, the Company and the Guarantors shall furnish in order to the Holders and prospective investors, upon their request, the information required to be delivered render such Restricted Notes eligible for resale pursuant to Rule 144A(d)(4) 144A under the Securities Act, it will make available, upon request, to any Holder of Restricted Notes or prospective purchasers of Restricted Notes the information specified in Rule 144A(d)(4), unless the Parent furnishes such information to the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (cd) Should the Company deliver to the Trustee Delivery of such reports, information and documents under this Section 4.03, as well as any such information, reports or certificates or any annual reports, informationinformation and documents pursuant to this Indenture, documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ and Guarantors’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no responsibility or liability for the filing, timeliness or 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. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 the 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, following the consummation of the Registered Exchange Offer (as defined in the Appendix), whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) The Company shall at all times comply with TIA § 314(a). (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. (cd) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reportsreports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether Within [**] days after the end of each Calendar Quarter during which any Development activities are performed hereunder, each Party shall prepare a report showing the actual Development Costs incurred or not required by accrued for the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsADC, including a but not limited to all FTEs utilized (with appropriate supporting information) during such Calendar Quarter (the “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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestDevelopment Cost Report”). (b) For so long The Development Cost Reports will be in such form as any Notes remain outstanding, the Company and the Guarantors shall furnish JSC may reasonably agree from time to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Acttime. (c) Should Within [**] days of the Company deliver receipt of both Parties’ Development Cost Reports, the JSC (or a Party’s Finance Manager or accountancy firm appointed by the JSC) shall provide to each Party one consolidated financial report for the Development Costs. The total costs incurred by both Parties shall be divided equally, with a subsequent balancing payment by one Party to the Trustee other to the extent necessary so that each Party bears its appropriate share of such Development Costs. The Party that is due for reimbursement of Development Costs in the preceding Calendar Quarter shall invoice the other Party. Such balancing payments by one Party to reimburse the other Party’s expenditures for Development Costs for the purposes of cost sharing under this Agreement shall be paid within [**] days following receipt of the invoice. Genmab shall be entitled to deduct from any payments to ADCT, its Out-of-Pocket Expenses to hedge currency risk pursuant to Section 6.7.2. In the event that Parties disagree with the reported costs and any over/under spend, approval shall be required by the JSC following receipt of the report by the JSC. A decision by the JSC shall be required within [**] days following its receipt of the consolidated report. Based on the JSC’s decision the Party due for reimbursement shall invoice the other Party and payment shall be made within [**] days of receipt of the invoice. Where the JSC does not so agree with the reported costs or over/under spend, any such informationunapproved spend can be referred to dispute resolution procedures provided in Article 16 by the Party having incurred such spend. (d) The Parties should provide proper support for expenses included on the invoice. Reasonable support documents for Out-of-Pocket Expenses include invoice or pro forma invoice from the Third Party vendors or subcontractors. For FTE reimbursement, reports or certificates or any annual reports, information, documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)proper support includes an FTE time report breakdown by function.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) " and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants and (ii) 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, case within the time periods specified in the SEC’s 's rules and regulations. For so long as Holdings or another direct or indirect parent company In addition, following consummation of the Company is a guarantor of Exchange Offer contemplated by 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 additionRegistration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified set forth in the SEC’s 's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition to the financial information required by the Exchange Act, each such quarterly and annual report shall be required to contain "summarized financial information" (as defined in Rule 1-02(aa)(1) of Regulation S-X under the Exchange Act) showing Adjusted Operating Cash Flow for the Company and its Restricted Subsidiaries, on a consolidated basis, where Adjusted Operating Cash Flow for the Company is calculated in a manner consistent with the manner described under the definition of "Adjusted Operating Cash Flow" contained herein. The summarized financial information required pursuant to the preceding sentence may, at the election of the Company, be included in the footnotes to audited consolidated financial statements or unaudited quarterly financial statements of the Company and shall be as of the same dates and for the same periods as the consolidated financial statements of the Company and its Subsidiaries required pursuant to the Exchange Act. (b) For In addition, the Company has agreed that, for so long as any Notes remain outstanding, the Company and the Guarantors shall it will furnish to the Holders holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by The WPZ SEC Reports complied, as of their respective dates of filing, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC. As of their respective dates, so long as none of such forms, reports or documents, including without limitation any Notes are outstandingfinancial statements or schedules included therein, the Company shall furnish contained any untrue statement of a material fact or omitted to the Holders (i) all quarterly and annual financial information that would be state a material fact or omitted to state a material fact required to be contained stated therein or necessary in a filing with order to make the statements therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the WPZ SEC on Forms 10-Q Reports fairly presented in all material respects the consolidated financial position of the WPZ Companies as of the respective dates thereof, and 10-K if the Company were required to file such Forms, other related financial statements (including a “Management’s Discussion the related notes and Analysis of Financial Condition and Results of Operations” that describes schedules) included therein fairly presented in all material respects the financial condition and consolidated results of operations and cash flows of the Company WPZ Companies for the respective fiscal periods or as of the respective dates set forth therein. The WPZ Fiscal Financial Statements present fairly in all material respects the consolidated financial position of WPZ and its Subsidiaries and their consolidated Subsidiaries (showing results of operations and changes in reasonable detail, either on financial position and cash flows for the face respective periods therein presented. Each of the financial statements or (including the related notes and schedules) included in the footnotes thereto WPZ SEC Reports and in Management’s Discussion and Analysis of the WPZ Fiscal 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 CompanyStatements (i) and, with respect complied as to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed form 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 applicable accounting requirements 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, and (ii) was prepared in accordance with GAAP consistently applied during the Company shall periods presented, except as otherwise noted therein and subject to normal year-end and audit adjustments in the case of any unaudited interim financial statements. Except for WPZ, none of the WPZ Companies is required to file a copy of all such information and any forms, reports or other documents with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, the Company NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Since February 18, 1998, WPZ has timely filed all reports, registration statements, definitive proxy statements and the Guarantors shall furnish to the Holders and prospective investors, upon their request, the information other filings required to be delivered pursuant to Rule 144A(d)(4) under filed by it with the Securities ActSEC. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the Commission’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company shall Issuers will furnish to the Holders of Notes and the Trustee, within the time periods specified in the Commission’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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, . The Issuers shall be deemed to have furnished such reports to the Trustee and the Holders of Notes if the Issuers have filed such information or reports with the Commission via the ▇▇▇▇▇ filing system and such information or reports are publicly available. All such reports will be prepared in each case, within all material respects in accordance with all of the time periods specified in the SEC’s rules and regulationsregulations applicable to such reports. For so long as Holdings or another direct or indirect parent company of the Company is Each annual report on Form 10-K will include 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, report on the one hand, and Issuers’ consolidated financial statements by the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other handIssuers’ certified independent accountants. In addition, whether or not required by the rules and regulations of the SEC, the Company shall Issuers will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC Commission will not accept such a filing) and make will post the reports, or links to such information available reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to securities analysts and prospective investors upon request. (b) For so long as the periodic reporting requirements of the Exchange Act for any Notes remain outstandingreason, the Company and Issuers will nevertheless continue filing the Guarantors shall furnish reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the Holders and prospective investors, upon their requestforegoing, the information Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to be delivered pursuant to Rule 144A(d)(4) under file those reports with the Securities Act. (c) Should the Company deliver Commission. Delivery of such reports, information and documents 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, documents and other reports pursuant to the Trustee this Section 10.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers’ compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) If Suburban Propane has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 10.03(a) 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 Suburban Propane and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Suburban Propane. (c) For so long as any Notes remain outstanding, at any time Suburban Propane is not required to file the reports required by this Section 10.03 with the Commission, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports. (a) Whether or not required by the rules Servicer shall prepare and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish forward to the Holders Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) all quarterly and annual financial information that would be required to be contained in during a filing with the SEC Monthly Reporting Period, 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 onlyeach Monthly Settlement Date, a report thereon by the Company’s certified independent accountants and Monthly Report, (ii) all current reports during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or if such day is not a Business Day, on the next succeeding Business Day) (each such date the “Weekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that would be required to be filed with a Daily Report covering the SEC on Form 8-K if the Company were required to file first (1st) Business Day following a weekend or holiday or both shall also cover such reportsweekend or holiday or both), in each case, within certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and from time to time. In the time periods specified in event that Servicer is required to furnish any Weekly Report or Daily Report as provided herein, and if the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company last day of the Company is a guarantor week covered by such Weekly Report or if the day covered by such Daily Report, as applicable, occurs during the period commencing on the day of any calendar month when Crude Oil Receivables generated during the immediately preceding calendar month are payable and ending on the date of the Notesfollowing calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such following month are invoiced, this Indenture will permit then 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 computation of the SECNet Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the Company shall file a copy aggregate amount of all such information and reports with the SEC Crude Oil Receivables for public availability within the time periods specified which invoices have not yet been issued but which would qualify as Eligible Receivables had an invoice been issued in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestrespect thereof. (b) For so long as any Notes remain outstandingIf the rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, Servicer, the Company Managing Agents and the Guarantors Administrative Agent shall furnish negotiate in good faith to amend, in a manner acceptable to Servicer and the Required Managing Agents, the reporting obligations of Servicer to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment Servicer’s reporting obligations hereunder shall be determined by reference to the Holders and prospective investors, upon their request, the information required rating most recently in effect prior to be delivered pursuant to Rule 144A(d)(4) under the Securities Actsuch change or cessation. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall furnish Issuer shall: (1) during such time as it is subject to the Holders (i) all quarterly reporting requirements of the Exchange Act, file with the Trustee, within 30 days after it files the same with the SEC, copies of the annual reports and annual financial information the information, documents and other reports that would be it is required to be contained in a filing file with the SEC on Forms 10-Q and 10-K if pursuant to the Company were Exchange Act; and (2) during such time as it is not subject to the reporting requirements of the Exchange Act, file with the Trustee, within 30 days after it would have been required to file such Formsthe same with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditors’ report by a “Management’s Discussion firm of established national reputation) 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 a 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 both comparable to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that what it would be have been required to be filed file with the SEC on Form 8-K if had it been subject to 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 reporting requirements 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestExchange Act. (b) For so long as any Notes remain outstandingNotwithstanding the foregoing, reports, information and documents filed with the Company and SEC via the Guarantors shall furnish to the Holders and prospective investors, upon their request, the information required ▇▇▇▇▇ system will be deemed to be delivered pursuant to Rule 144A(d)(4) under the Securities ActTrustee as of the time of such filing via ▇▇▇▇▇ for purposes of this Section 5.03, provided, that the Trustee shall have no responsibility to determine if such filing has occurred. (c) Should Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or certification required by this Section 5.03 shall be deemed cured (and the Company deliver Issuer shall be deemed to be in compliance with this Section 5.03) upon furnishing or filing such report or certification as contemplated by this Section 5.03 (but without regard to the Trustee date on which such report or certification is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 7 of the Base Indenture if the principal, premium, if any, and interest have been accelerated in accordance with the terms of the Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (d) Delivery of any such information, reports or certificates or any annual reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee Trustee, including pursuant to Section 5.03, is for informational purposes only, only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder pursuant to Article 5 hereof (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations Within thirty (30) days of the SECend of each calendar quarter, so long Aspen shall provide the Reinsurer with a report in respect of the Subject Business in substantially the same form as any Notes are outstanding, the Company shall furnish to quarterly reports delivered by Aspen under the Holders Original Agreement (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion Quarterly Report”), and Analysis of Financial Condition and Results of Operations” that describes which shall include 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, following quarterly information with respect to the annual Subject Business (which information onlyshall include a breakdown by currency, a report thereon by the Company’s certified independent accountants as applicable): (i) gross and net paid Covered Losses, (ii) all current reports that would be required to be filed gross and net outstanding case reserves for Covered Losses and gross and net outstanding IBNR reserves for Covered Losses, (iii) applicable reinsurance, subrogation, salvage or other recoveries, (iv) Aspen’s cumulative net paid Covered Losses since the Effective Time, (v) any amounts withdrawn by Aspen from the Funds Withheld Account, any Trust Account or drawn on any Letters of Credit or other form of collateral posted by the Reinsurer, if applicable, (vi) the investment analysis report in connection 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 total investments and regulations. For so long as Holdings or another direct or indirect parent company cash and cash equivalents of the Company is a guarantor Aspen Parent and all 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 handsubsidiaries, and (vii) any amounts due from the information relating Reinsurer pursuant 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestthis Agreement. (b) For so long as any Notes remain outstanding, Actuaries from the Company Parties shall meet at least quarterly to discuss the data quality provided by ▇▇▇▇▇ and the Guarantors shall furnish Reinsurer, as applicable, any modifications to the Holders data segmentation or reporting systems, any changes in claims practices and prospective investors, upon their request, such other information as they mutually agree during the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Actterm of this Agreement. (c) Should Within forty-five (45) calendar days of the Company deliver end of each Crediting Interest Rate Period, Aspen shall provide to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery Reinsurer a statement of the Aspen Annual Investment Return as of the end of such informationCrediting Interest Rate Period certified by the chief financial officer, reports chief investment officer, capital management officer or certificates or any annual reportschief executive officer of ▇▇▇▇▇ ▇▇▇▇▇▇ as being determined in accordance with the definition of “Aspen Annual Investment Return” set forth herein. Such statement shall include a summary of the portfolio underlying the Aspen Annual Investment Return. (d) Without limiting the terms of this ARTICLE IV, information, documents Aspen shall provide to Reinsurer such periodic accounting and other reports with respect to the Trustee is for informational purposes only, Subject Business and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including liabilities reinsured hereunder as the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Reinsurer may reasonably request.

Reports. (a) Whether or not required by The Dart Group SEC Reports complied, as of their ------- respective dates of filing, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC. As of their respective dates, so long as none of such forms, reports or documents, including without limitation any Notes are outstandingfinancial statements or schedules included therein, the Company shall furnish contained any untrue statement of a material fact or omitted to the Holders (i) all quarterly and annual financial information that would be state a material fact required to be contained stated therein or necessary in a filing with order to make the statements therein not misleading in light of the circumstances under which they were made. Each of the balance sheets (including the related notes and schedules) included in the Dart Group SEC on Forms 10-Q Reports fairly presented in all material respects the consolidated financial position of the Dart Companies as of the respective dates thereof, and 10-K if the Company were required to file such Forms, other related financial statements (including a “Management’s Discussion the related notes and Analysis of Financial Condition and Results of Operations” that describes schedules) included therein fairly presented in all material respects the financial condition and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on Dart Companies for the face respective fiscal periods or as of the respective dates set forth therein. Each of the financial statements or (including the related notes and schedules) included 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 CompanyDart Group SEC Reports (i) and, with respect complied as to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed form 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 applicable accounting requirements 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, and (ii) was prepared in accordance with GAAP consistently applied during the Company shall file a copy of all such information periods presented, except as otherwise noted therein and reports with the SEC for public availability within the time periods specified subject to normal year-end and audit adjustments in the SEC’s rules case of any unaudited interim financial statements. Except for Dart, Crown, SFW Holding Corp., Shoppers and regulations (unless Trak, none of the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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 Dart Companies is required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Should the Company deliver to the Trustee file any such informationforms, reports or certificates other documents with the SEC, Nasdaq, the New York Stock Exchange or any annual other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. Except as set forth in Exhibit 6.5 attached hereto, since ----------- January 31, 1997, each of Dart, Crown, SFW Holding Corp., Shoppers and Trak has timely filed all reports, information, documents registration statements and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports filings to be filed by it with 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)SEC.

Reports. 5.1 Within ninety (a60) Whether or not required days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to ESCALON all royalties accruing to ESCALON during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and Net Sales of Products by LICENSEE and Sublicensees; such reports shall also indicate the rules source and regulations amount of the SEC, so long as all Sublicensing Revenues and any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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, other revenues with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 handwhich payments are due, 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery amount of such informationpayments, reports or certificates or any annual reports, information, documents and other reports as well as the various calculations used 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 thereinarrive at said amounts, including the Companyquantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report. Until such time as Products are consistently being manufactured and sold in significant quantities by LICENSEE or Sublicensees, LICENSEE shall provide, along with the quarterly report for the final Royalty Quarter of each calendar year during the term of this Agreement, a detailed annual progress report specifying: LICENSEE’s compliance and its Sublicensees’ Product research and development projects, the budgets for that year dedicated to and actually expended upon those projects, the staff dedicated to those projects, a summary of the results achieved under those projects, and a detailed schedule and timeline demonstrating a reasonable plan for the full development, marketing and distribution of Products. Should ESCALON elect, representatives of LICENSEE shall meet with any representatives of ESCALON in Ann Arbor, Michigan, to discuss the contents of this annual progress report. 5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Sublicensees shall consistently employ such system when rendering invoices thereon and henceforth agree to inform ESCALON, or its covenants hereunder (auditors, when requested as to the details concerning such nomenclature system as well as to all additions thereto and changes therein. 5.3 LICENSEE shall keep, and shall require its Sublicensees to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by an independent certified accountant reasonably selected by ESCALON, for the Trustee is entitled purpose of verifying the amount of payments due and payable. Said right of inspection will exist for five (5) years from the date of origination of any such record (this five year right of inspection shall not be deemed to rely exclusively on Officers’ Certificatesshorten any statute of limitations period applicable to any potential claim), and this requirement and right of inspection shall survive any termination of this Agreement. ESCALON shall be responsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to ESCALON in excess of ten percent (10%), then said inspection shall be at LICENSEE’s expense and such underpayment shall become immediately due and payable to ESCALON. 5.4 The reports provided for hereunder shall be certified by an authorized officer of LICENSEE to be correct to the best of LICENSEE’s and such officer’s knowledge.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q (or any successor or comparable form) and 10-K (or any successor or comparable form) if the Company were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants accountants; and (ii) all current reports information that would be required to be filed with the SEC on Form 8-K (or any successor or comparable form) if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filings applicable to a filer that is not an “accelerated filer” as defined in such 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 additionNotes are outstanding, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports (including the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestinvestors. (b) For so long as any Notes remain outstanding, the 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 Actat all times comply with TIA § 314(a). (c) Should 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 the Company posts such document on its website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇, or when such document is posted on the SEC’s website at ▇▇▇.▇▇▇.▇▇▇; provided that the Company shall either (i) deliver paper copies of all such documents or (ii) provide copies of all such documents by electronic delivery to the Trustee any such information, reports or certificates or any annual Holder that requests the Company to deliver copies of all such documents until a request to cease delivering copies of all such documents is given by the Trustee or such Holder. (d) Delivery of such reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is shall be for informational purposes only, only and the Trustee’s receipt of such reports 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 under this Indenture or the Notes (as to which the Trustee is shall have no duty to monitor or confirm and shall be entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website under this Indenture.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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, . All such reports shall be prepared in each case, within the time periods specified all material respects in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company accordance with all 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 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 certified independent accountants. In addition, the Company shall file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make and, if the SEC will not accept such information available a filing, shall post the reports on its website within those time periods. If, at any time, the Company is no longer subject to securities analysts and prospective investors upon request. (b) For the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company 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 the preceding paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In addition, the Company agrees that, for so long as any Notes remain outstanding, if at any time it is not required to file with the Company and SEC the Guarantors reports required by the preceding paragraphs, it shall furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations Each of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 Parent 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 Cornerstone and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) shall file all current reports that would be required to be filed by it with Regulatory Authorities between 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 date of this Section 4.03(a) by furnishing financial information relating Agreement and the Effective Time and shall make available to Holdings; provided that the other Party copies of all such reports promptly after 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 are filed. Cornerstone and its Restricted Subsidiaries on a stand-alone basis, on the other handshall also make available to Parent monthly financial statements and quarterly call reports. In additionThe financial statements of Parent and Cornerstone, whether or not required by contained in any such reports filed under the rules and regulations Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the SECentity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows for the Company shall file a copy periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of Parent filed under the Exchange Act will comply in all such information and reports material respects with the SEC for public availability within the time periods specified in the SEC’s rules Securities Laws and regulations (unless the SEC will not accept such contain any untrue statement of a filing) and make such information available material fact or omit to securities analysts and prospective investors upon request. (b) 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 state a material fact required to be delivered pursuant stated therein or necessary in order to Rule 144A(d)(4) make the statements therein, in light of the circumstances under the Securities Act. (c) Should the Company deliver to the Trustee which they were made, not misleading. Any Parent financial statements contained in 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, documents and other reports to any Regulatory Authority other than the Trustee is for informational purposes onlySEC shall be prepared in accordance with the Laws applicable to such reports. As of their respective dates, such reports of Cornerstone filed with any Regulatory Authority shall be prepared in accordance with the laws applicable to such reports and the Trustee’s receipt will not contain any untrue statement of such shall not constitute constructive notice of any information contained a material fact or omit to state a material fact required to be stated therein or determinable from information contained necessary in order to make the statements therein, including in light of the Company’s compliance with any of its covenants hereunder (as to circumstances under which the Trustee is entitled to rely exclusively on Officers’ Certificates)they were made, not misleading.

Reports. (a) Whether or not required by the rules and regulations of the SECSince January 1, so long as any Notes are outstanding1996, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing Parent has timely filed with the SEC on Forms 10-Q all forms, reports 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be documents required to be filed with by it pursuant to the federal securities laws and 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 thereunder, all of which have heretofore been filed or are hereafter filed (the "Parent SEC Reports") have complied or will comply in form as of their respective filing dates in all material respects with all applicable requirements of the SECExchange Act and the rules promulgated thereunder applicable thereto. Since January 1, 1996, none of the Company shall file a copy of all such information and reports with the Parent SEC for public availability within Reports, at the time periods specified filed, 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 or incorporated by reference therein or necessary in order to make the SEC’s rules and regulations (unless statements therein, in light of the SEC will circumstances under which they were made, not accept such a filing) and make such information available to securities analysts and prospective investors upon requestmisleading. (b) For so long as any Notes remain outstandingAs of their respective dates, the Company audited and unaudited consolidated financial statements of the Parent included (or incorporated by reference) in the Parent SEC Reports were prepared (or will have been prepared) in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods therein indicated (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of the Parent. and the Guarantors shall furnish consolidated results of operations and changes in consolidated financial position or cash flows for the periods presented therein, subject, in the case of the unaudited interim financial statements, to the Holders normal year-end audit adjustments and prospective investors, upon their request, the information required any other adjustments described therein which were not expected to be delivered pursuant to Rule 144A(d)(4) under the Securities Acthave a Material Adverse Effect. (c) Should the Company deliver As of December 31, 1997, to the Trustee any such informationknowledge of the Parent or its Subsidiaries, reports or certificates or any annual reports, information, documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to neither 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 Parent nor any of its covenants hereunder (Subsidiaries had any liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be recorded or reflected on a balance sheet under United States generally accepted accounting principles, except as reflected or reserved against or disclosed in the financial statements of the Parent included in the Parent SEC Reports filed prior to which April 1, 1998 or the Trustee is entitled to rely exclusively on Officers’ Certificates)Parent Disclosure Letter.

Reports. ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS 9.01 Prior to signing this AGREEMENT, LICENSEE has provided to PHS the COMMERCIAL DEVELOPMENT PLAN at Appendix F, under which LICENSEE intends to bring the subject matter of the LICENSED PATENT RIGHTS to the point of PRACTICAL APPLICATION. This COMMERCIAL DEVELOPMENT PLAN is hereby incorporated by reference into this AGREEMENT Based on this plan, performance BENCHMARKS are determined as specified in Appendix E. 9.02 LICENSEE shall provide written annual reports on its product development progress or efforts to commercialize under the COMMERCIAL DEVELOPMENT PLAN for each of the LICENSED FIELDS OF USE within sixty (a60) Whether or days after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacturing, marketing, importing, and sales during the preceding calendar year, as well as plans for the present calendar year. PHS also encourages these reports to include information on any of LICENSEE's public service activities that relate to the LICENSED PATENT RIGHTS. If reported progress differs from that projected in the COMMERCIAL DEVELOPMENT PLAN and BENCHMARKS, LICENSEE shall explain the reasons for such differences. In any such annual report, LICENSEE may propose amendments to the COMMERCIAL DEVELOPMENT PLAN, acceptance of which by PHS may not be denied unreasonably. LICENSEE agrees to provide any additional information reasonably required by PHS to evaluate LICENSEE's performance under this AGREEMENT. LICENSEE may amend the rules and regulations BENCHMARKS at any time upon written consent by PHS. PHS shall not unreasonably withhold approval of the SEC, so long as any Notes are outstanding, the Company shall furnish request of LICENSEE to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within extend the time periods of this schedule if such request is supported by a reasonable showing by LICENSEE of diligence in its performance under the COMMERCIAL DEVELOPMENT PLAN and toward bringing the LICENSED PRODUCTS to the point of PRACTICAL APPLICATION. 9.03 LICENSEE shall report to PHS the dates for achieving BENCHMARKS specified in Appendix E and the SEC’s rules FIRST COMMERCIAL SALE in each country in the LICENSED TERRITORY within thirty (30) days of such occurrences. 9.04 Beginning after the first commercial sale, LICENSEE shall submit to PHS within sixty (60) days after each calendar half-year ending June 30 and regulations. For so long as Holdings or another direct or indirect parent company December 31 a royalty report setting forth for the preceding half-year period the amount of the Company is a guarantor LICENSED PRODUCTS sold or LICENSED PROCESSES practiced by or on behalf of LICENSEE in each country within the NotesLICENSED TERRITORY, 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 handNET SALES, and the information relating amount of royalty accordingly due. With each such royalty report, LICENSEE shall submit payment of the earned royalties due. If no earned royalties are due to PHS for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of LICENSEE and shall include a detailed listing of all deductions made under Paragraph 2.10 to determine NET SALES made under Article 6 to determine royalties due. 9.05 Royalties due under Article 6 shall be paid in U.S. dollars. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York foreign exchange rate quoted in The Wall Street Journal on the day that the payment is due. All checks and bank drafts shall be drawn on United States banks and shall be payable, as appropriate, to "NIH/Patent Licensing." All such payments shall be sent to the Company and its Restricted Subsidiaries on a standfollowing address: NIH, ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-alone basis▇▇▇▇. Any loss of exchange, on value, taxes, or other expenses incurred in the other handtransfer or conversion to U.S. dollars shall be paid entirely by LICENSEE. In addition, whether or not The royalty report required by the rules Paragraph 9.04 of this AGREEMENT shall accompany each such payment, and regulations of the SEC, the Company shall file a copy of such report shall also be mailed to PHS at its address for notices indicated on the Signature Page of this AGREEMENT. 9.06 LICENSEE shall be solely responsible for determining if any tax on royalty income is owed by LICENSEE outside the United States and shall pay any such tax and be responsible for all filings with appropriate agencies of foreign governments. Any foreign tax credits received relative to such information payments are for the account of LICENSEE. 9.07 Interest and penalties may be assessed by PHS on any overdue payments in accordance with the Federal Debt Collection Act. The payment of such late charges shall not prevent PHS from exercising any other rights it may have as a consequence of the lateness of any payment. 9.08 All plans and reports with the SEC for public availability within the time periods specified in the SEC’s rules required by this Article 9 and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstandingmarked "confidential" by LICENSEE shall, the Company and the Guarantors shall furnish to the Holders extent permitted by law, be treated by PHS as commercial and prospective investorsfinancial information obtained from a person and as privileged and confidential, upon their request, and any proposed disclosure of such records by the information required to be delivered pursuant to Rule 144A(d)(4) PHS under the Securities Act. Freedom of Information Act (c) Should the Company deliver FOIA), 5 U.S.C. Section 552 shall be subject to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery predisclosure notification requirements of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates45 CFR Section 5.65(d).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports; 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 Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. 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 consolidated website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries constitute a Significant Subsidiary, then the quarterly and annual financial information required by paragraph (showing in reasonable detaila) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (bc) 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 shall 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) Should the Company deliver to the Trustee any . Delivery of such information, reports or certificates or any annual reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is shall be entitled to rely exclusively on Officers’ Certificates).

Reports. 5.1 Within sixty (a60) Whether or not required by days after the rules close of each Calendar Quarter during the term of this License (including the last day of any such Calendar Quarter following any termination of this License), ▇▇▇ Arbor Stromal shall report to University all royalties accruing to University under Section 4 during such Calendar Quarter. Such quarterly reports shall indicate for each Calendar Quarter the gross sales and regulations Net Sales of the SEC, so long as any Notes are outstanding, the Company Product; such reports shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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, also indicate Net Sales with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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, which payments are due 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery amount of such informationpayments, reports or certificates or any annual reports, information, documents and other reports as well as the various calculations used 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 thereinarrive at said amounts, including the Company’s compliance with quantity, description (nomenclature and type designation), country of sale and country of manufacture of Product(s). In case no payment is due for any such period, ▇▇▇ Arbor Stromal shall so report. 5.2 ▇▇▇ Arbor Stromal covenants that it will promptly establish and consistently employ a system of specific nomenclatures and type designations for Product(s) so that the various types can be identified and segregated, and ▇▇▇ Arbor Stromal and Affiliates will consistently employ such system when rendering invoices thereon and henceforth agrees to inform University, or its covenants hereunder (auditors, when requested as to the details concerning such nomenclature system as well as to all additions thereto and changes therein. 5.3 ▇▇▇ Arbor Stromal shall keep and it shall cause its Affiliates to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this License, which records and books shall be open for inspection upon reasonable notice during business hours by inspectors selected by and at the Trustee is entitled expense of University for the purpose of verifying the amount of payments due and payable. Said right of inspection will exist for six (6) years from the date of origination of any such record and this requirement and right of inspection shall survive any termination of this License for a period of three (3) years after such termination. However, in the event that such inspection reveals an underpayment of royalties to rely exclusively on Officers’ CertificatesUniversity in excess of five percent (5%), then said inspection shall be at ▇▇▇ Arbor Stromal's expense and such underpayment shall become immediately due and payable to University. 5.4 The reports provided hereunder shall be certified by an authorized representative of ▇▇▇ Arbor Stromal to be correct to the best of ▇▇▇ Arbor Stromal's knowledge and information.

Reports. 11.1. The Sublicensee shall keep MPP regularly informed of the progress made by the Sublicensee under this Agreement. Within 10 Business Days following the end of each Agreement Quarter, the Sublicensee shall provide MPP with a written quarterly report, in a format to be indicated by MPP, on: A. all Products in its development pipeline and the status of each Product in development; B. all Products sold or supplied by the Sublicensee under this Agreement during such Agreement Quarter; and C. all regulatory activities regarding the Products worldwide in relation to that Agreement Quarter i.e. (a) Whether or not required by the rules regulatory filing status and regulations plan for every Product worldwide, and (b) a list of the SECcountries in which applications for Regulatory Approval have been filed and/or Regulatory Approvals have been obtained for any Product. 11.2. The Parties agree to confer on a quarterly basis regarding such reports. MPP agrees that information contained in quarterly and other such reports shall be treated as Confidential Information. 11.3. At all times the Sublicensee shall keep, so long as and shall require its affiliates and any Notes are outstandingThird Party manufacturers and Third Parties making sales on its behalf, to keep, complete and accurate records for a period of five (5) years of all quantities of Materials and Products manufactured, sold and/or supplied under the Company licences granted by this Agreement and such information of the type and in sufficient detail at MPP’s discretion. MPP shall furnish each have the right (and the Sublicensee shall procure such right), through a certified public accountant or like person appointed by it, to examine such records in order to verify the Holders compliance with this Agreement during regular business hours during the term of this Agreement and for six months after its termination or expiry; provided, however, that such examination: (i) all quarterly and annual financial information that would shall be required to be contained in a filing with at 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 expense of the Company and its consolidated Subsidiaries person exercising such right (showing in reasonable detail, either on the face save where such examination reveals a breach of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon this Agreement by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsSublicensee, in each case, within which case the time periods specified Sublicensee shall pay for all costs incurred by MPP in carrying out 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.examination), (bj) For so long as not take place more often than twice in any Notes remain outstanding, the Company calendar year 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including cover such records for more than the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)preceding two calendar years.

Reports. (a) Whether or At least once each year after the first contract year and before the Annuity Payout Date, we shall send you a statement reporting your Contract Values as of a date not required by more than four months prior to the rules and regulations date of the SEC, so long as mailing. You have the duty to review any Notes are outstanding, confirmations or statements we send you and to report promptly any discrepancy. We will not be responsible for any losses or damages attributable to a discrepancy that is reflected on such confirmations or statements unless you report the Company shall furnish discrepancy in writing to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 us within 30 days of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face date of the financial statements confirmation 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 statement. SEPARATE ACCOUNT VAA The separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as account to which the Trustee variable accumulation units of your Contract Value and variable annuity units and payments under this contract relate is entitled VAA, which we have established under Ohio law to rely exclusively provide variable benefits. We shall have sole and complete ownership and control of all assets in VAA. A portion of the assets in VAA, equal to the contract reserves for such account, shall not be chargeable with liabilities arising out of any other business we may conduct. All amounts credited to VAA will be used to purchase shares at net asset value of open-end investment companies registered under the 1940 Act. The available investment companies are referred to as "Portfolios" and shares of any are referred to as "Portfolio Shares." Any and all distributions made by a Portfolio, in respect to Portfolio Shares held by VAA, will be reinvested to purchase more Portfolio Shares in the same Subaccount at net asset value. Deductions and withdrawals from VAA may be made by redeeming a number of Portfolio Shares, at net asset value, equal in total value to the amount to be deducted or withdrawn. If deemed by us to be in the best interest of all contract owners, VAA may be operated as a management company under the 1940 Act or it may be deregistered under the 1940 Act, if such registration is no longer required. If there is a substitution of Portfolio Shares or change in operation of VAA, we will issue an endorsement for this contract and take such other action as may be necessary and appropriate to make the substitution or change. You will be liable for any loss we suffer if we purchase Portfolio Shares at your direction and, thereafter, we are forced to liquidate such Portfolio Shares because the check or draft issued by you as a purchase payment is dishonored by the bank on Officers’ Certificates)which it was drawn. SUPPLEMENTARY AGREEMENT As of the Annuity Payout Date, we may issue a supplementary agreement that sets forth the terms of your Annuity Option.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes of a series are outstanding, the Company shall Issuer will furnish (whether through hard copy or internet access) to the Holders of Notes or post on its website, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer were required to file such Forms, including reports as 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 non-accelerated filer; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports, but shall not be required to comply with Rules 3-09, 3-10, 3-16 or Article 13 of Regulation S-X. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s independent registered public accounting firm. If, at any time the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will post the reports referred to in each case, the preceding paragraphs on its website within the time periods specified in that would apply if 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 Issuer were required 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 shall file a copy of all such information and those reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For 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 Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing such information as contemplated by this Section 4.03 (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 if the principal of, premium, if any, on, and interest, if any, on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or canceled prior to such cure. (c) To the extent not satisfied by the foregoing, for so long as any the Notes remain are outstanding, the Company and the Guarantors shall Issuer will furnish to the Holders of the Notes, 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) Should the Company deliver The Issuer will be deemed to have furnished each report required by this Section 4.03 to the Trustee any Holders of the Notes if it has filed such information, reports or certificates or any annual reports, information, documents report with the SEC using the ▇▇▇▇▇ filing system and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee report 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)publicly available.

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 shall will furnish to the Holders (i) of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC pursuant to Sections 13(a) or 15(d) or any successor provision thereto if the Company were subject thereto. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report will include a report on Forms 10-Q the Parent’s consolidated financial statements by the Parent’s certified independent accountants. In addition, the Parent will file a copy of each of the reports referred to in the paragraph above with the SEC for public availability within the time periods specified in the rules and 10-K regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA §314(a). (c) If, 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 covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Parent and 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 Parent’s filings for any reason, the Parent will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes those reports with the financial condition and results of operations of SEC. (d) If the Parent or the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and its consolidated Subsidiaries (showing in reasonable detailannual 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 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, the Company and its their Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyParent. (e) andIn addition, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 basisthe Guarantors agree that, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, if at any time the Company and Parent is not required to file with the Guarantors shall 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations AGENCY will generate a written report of the SECinvestigation in a timely manner at the completion of the investigation given the CLIENT’s account is not in arrears. Every reasonable effort will be made to insure that the quality of the information will be accurate. However, so AGENCY will not be responsible for information contained within database reports which AGENCY has no control over the content. Reports may also include photographs and video tape. CLIENT understands that surveillance tapes and pictures are by their nature NOT television studio-type productions and are often taken from long distance, from unusual locations and during extreme weather conditions and as any Notes are outstandingsuch, the Company shall furnish quality can be variable. AGENCY will proceed with due diligence to obtain quality video and/or pictures that can be obtained given the Holders (i) all quarterly and annual financial information circumstances without placing the investigator in any physical harm, unsafe position, or violating privacy statues. Therefore, CLIENT understands that would AGENCY fees are not contingent upon the acquisition of any photos or video. No "Audio" recordings will be made relative to surveillance tapes. Original videotapes and/or negatives will not be released to CLIENT, but will remain the property of AGENCY until such time as required to be surrendered in court as evidence. Copies for the purpose of the CLIENT's review will be made at the CLIENT's request and expense. Original notes or documents considered “work product” will not be released and remain the property of AGENCY. Only the written final report is released to the CLIENT. AGENCY RESERVES THE RIGHT TO WITHHOLD ANY AND ALL REPORTS AND/OR EVIDENCE PENDING PAYMENT IN FULL AND BANK CLEARANCE THEREOF. Original videotapes and/or negatives will not be released to CLIENT, but will remain the property of AGENCY until such time as surrendered in court as evidence. Copies for the purpose of the CLIENT’s review will be made at the CLIENT’s request and expense. Database search reports are performed strictly by the information provided on the subject by the CLIENT. Any error in spelling, format or sequence of letters, words or numbers can result in wrong information on the subject. Data is supplied from different private sources, computer systems, public information facilities, government open record institutions and might also contain confidential source information. All attempts are made to maintain the integrity of this data. AGENCY cannot be held liable for inaccuracies contained in a filing with the SEC on Forms 10-Q public record information or databases accessed. Furthermore, information has been gathered from sources and 10-K if the Company were required to file such Formsindividuals deemed reliable by AGENCY; however, 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 detailno guarantee, either on the face of the financial statements warranty, 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 other representation is made as to the annual accuracy of information onlyreceived from third parties, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulationsor its suitability for any particular purpose. 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 If 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 reported is not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver to the Trustee any such “Original Source” 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, documents and other reports to the Trustee it is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of strongly recommended that any information contained therein or determinable from information contained therein, including the Company’s compliance gathered be cross-referenced with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)“Original Source” information.

Reports. (a) Whether or not required by the rules and regulations Company or any Guarantor 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 and JCC Holding shall furnish to the Holders file (iwhich filing may be on a consolidated basis) all quarterly and annual financial information that would be required to be contained in a filing with the SEC (to the extent permitted under the Exchange Act) on Forms 10-Q and 10-K if or prior to the Company were date they are or would have been required to file such Formswith the SEC (the "Required Filing Date"), including a “Management’s Discussion annual and Analysis quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC if the Company or JCC Holding, as applicable, were subject to the requirements of Financial Condition and Results of Operations” that describes the financial condition and results of operations Section 13 or 15(d) of the Company and its consolidated Subsidiaries (showing in reasonable detailExchange Act, 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) andincluding, with respect to the annual information only, a report thereon by the Company’s such reporting entity's certified independent public accountants and (ii) all current reports that as such would be required in such reports to be filed with the SEC on Form 8-K if the Company were required to file such reportsand, in each case, within together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company and JCC Holding shall also include in such reports the time periods specified anticipated completion date of the Casino and, in the SEC’s rules case of quarterly reports, the Contingent Payments made, the Contingent Payment Accrual amount and regulations. For so long as Holdings or another direct or indirect parent company Consolidated EBITDA with respect to the most recently ended fiscal quarter of the Company is a guarantor Company, and in the case of annual reports, the audited Contingent Payments made, the audited Contingent Payment Accrual amount and audited Consolidated EBITDA for the most recently ended fiscal year and for each of the NotesSemiannual Periods ending in such fiscal year. The Company and JCC Holding shall also file all other reports and information that they are or would have been required with the SEC prior to the Required Filing Date. The Company and JCC Holding will also provide copies of such annual and quarterly reports to the Trustee within 30 days after the Required Filing Date; provided, this Indenture will permit that the Company to satisfy its obligations under and JCC Holding shall not be in default of the first sentence provisions of this Section 4.03(a) by furnishing financial information relating 5.8 for any failure 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless solely by refusal by the SEC will not to accept the same for filing, it being understood that in such a filing) and make event, such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, the Company and the Guarantors reports 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, documents and other reports to as described herein as if they had been filed with 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)SEC.

Reports. (a) Whether or not required by Within ten (10) days following the rules and regulations final business day of each month, Manager will submit to Owner’s Agent a report showing Revenues for the SECprevious month, so long as any Notes are outstandingOperating Expenses for the previous month, the Company shall furnish estimated Management Fee due to Manager for the Holders (i) all quarterly previous month, and annual financial information that would be required the estimated Net Distribution 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, Owner due with respect to the annual information onlyprevious month, a calculated separately for each Pool of Containers and Original Containers then covered under this Agreement and/or the Initial Management Agreement. The report thereon by required hereunder shall precede the Company’s certified independent accountants and (iimonthly remittance from Manager to Owner contemplated under Section 9(b) 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 handAgreement, and the information relating figures contained therein shall be subject to adjustment pursuant 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 quarterly adjustment provisions of the SEC, the Company shall file a copy subsection 9(b) of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestthis Agreement. (b) For so long as any Notes remain outstandingNot later than forty-five (45) days after the end of every calendar quarter, the Company and the Guarantors shall Manager will furnish to Owner’s Agent at Manager’s expense, a reconciliation of all the Holders calculations included under Section 4(b), Section 7, and prospective investorsSection 9 with respect to accounts receivable and accounts payable balances at quarter-end for all Containers, upon their requestand an unaudited statement of operations and operating statistics relative to Manager’s compliance with Section 4(b)(i), the information required all in form acceptable to Owner, said statement of operations and operating statistics to be delivered pursuant with respect to Rule 144A(d)(4) the Containers and also with respect to all containers in Manager’s Fleet of the same Container Types as the Containers, for such period and for all the preceding quarterly periods in the calendar year. The aforesaid reconciliations will be provided both on separate basis for each Pool of Containers and Original Containers then covered under this Agreement and/or the Securities ActInitial Management Agreement and on an aggregated basis for all Pools of Containers and Original Containers then covered under this Agreement and/or the Initial Management Agreement. (c) Should Not later than ninety (90) days after the Company close of each calendar year, Manager will deliver to Owner’s Agent a report prepared by a firm of independent certified public accountants as to their review (which review will not constitute, and is not intended to be the Trustee any equivalent of, an audit of the operations of Manager’s Fleet), prepared (at the expense of Owner) with respect to accounts receivable and accounts payable balances at year-end for all Containers, of the operations of the Containers and the correctness of the computations made by Manager pursuant to Section 4(b), Section 7, and Section 9 for the immediately preceding calendar year and the conformity of the procedures followed by Manager in connection with 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, documents and other reports computations to the Trustee obligations and duties of Manager under this Agreement. (d) Owner shall have the reasonable right to approve the selection of the firm of independent certified public accountants that prepare the review described in Section 11(c) above. The current firm used by Manager is for informational purposes onlyKPMG Peat Marwick which Owner hereby approves. Further, if Owner wishes to have an audit instead of a review, Owner shall pay the incremental cost thereof, and Manager shall cooperate fully in said audit. (e) If Owner should utilize the TrusteeContainers as collateral for a Debt Financing, Manager will furnish to Owner’s receipt lender(s), if so requested by Owner, and to Owner and Owner’s Agent on a monthly basis, such other information as Manager generally provides to owners 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)containers managed by it.

Reports. 4.1 Until the FIRST COMMERCIAL SALE, by July 31 of each year LICENSEE shall provide to MICHIGAN a written annual report that includes reports on progress since the prior annual report and general future plans regarding: research and development, regulatory approvals, manufacturing, sublicensing, marketing and SALES. Further, LICENSEE shall specifically report to MICHIGAN the FIRST COMMERCIAL SALE within sixty (60) days thereafter, and provide a brief description of the products or services subject of the FIRST COMMERCIAL SALE, and terms thereof. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall provide semi-annual reports to MICHIGAN. Specifically, as of the end of each ROYALTY PERIOD (and delivered within sixty (60) days after such ROYALTY PERIOD closes, including the close of the ROYALTY PERIOD immediately following any termination of this Agreement), LICENSEE shall report to MICHIGAN for the applicable ROYALTY PERIOD: (a) Whether number of LICENSED PRODUCTS sold, leased, or not required distributed, however characterized, by the rules LICENSEE and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestSUBLICENSEE. (b) For so long as any Notes remain outstandingNET SALES, excluding the Company deductions provided therefor, of LICENSED PRODUCTS SOLD by LICENSEE 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 Actall SUBLICENSEES. (c) Should a description and accounting for all LICENSED PROCESSES SOLD, by LICENSEE and all SUBLICENSEES included in NET SALES, excluding the Company deliver to deductions therefor. (d) deductions applicable as provided in the Trustee any such informationdefinition for NET SALES above, reports and an explanation of the rationale(s) therefor. (e) Sublicense Fees due on payments from SUBLICENSEES under Paragraph 3.1 above, including supporting figures. (f) foreign currency conversion rate and calculations (if applicable) and total royalties due. (g) each milestone under Article 3 or certificates Article 5 having a deadline during the ROYALTY PERIOD, and a specific identification of whether or any annual reportsnot it was achieved. (h) for each sublicense or amendment thereto completed in the particular ROYALTY PERIOD (including agreements under which LICENSEE will have LICENSED PRODUCTS made by a third party): names, informationaddresses, documents and other reports, delivery U.S.P.T.O. Entity Status (as discussed in Paragraph 4.5) of such informationSUBLICENSEE; the date of each agreement and amendment; the territory of the sublicense; the scope of the sublicense; and the nature, reports timing and amounts of all fees, royalties to be paid thereunder. (i) progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and SALES, and general plans for the future. (j) the date of first SALE of LICENSED PRODUCTS (or certificates or any annual reports, information, documents results of LICENSED PROCESSES) in each country and other reports to the Trustee is for informational purposes onlycircumstances thereof. LICENSEE shall include the amount of all payments due, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained thereinvarious calculations used to arrive at those amounts, including the Company’s quantity, description (nomenclature and type designation as described in Paragraph 4.3 below), country of manufacture and country of SALE or use of LICENSED PRODUCTS and LICENSED PROCESSES. If no payment is due, LICENSEE shall so report to MICHIGAN that no payment is due. Failure to provide reports as required under this Article 4 shall be a material breach of this Agreement. LICENSEE agrees to reasonably cooperate with MICHIGAN regarding any questions it may have relating to compliance with this Agreement, for example to discuss the information in reports. 4.3 LICENSEE shall promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to permit identification and segregation of various types where necessary, and shall require the same of SUBLICENSEES. 4.4 LICENSEE shall keep, and shall require SUBLICENSEES to keep, true and accurate records containing data reasonably required for the computation and verification of payments due under this Agreement. LICENSEE shall and it shall require all SUBLICENSEES and those making LICENSED PRODUCTS to: (a) open such records for inspection upon reasonable notice during business hours, and no more than once per year, at MICHIGAN’s sole expense, by either MICHIGAN auditor(s) or an independent certified accountant selected by MICHIGAN and reasonably acceptable to LICENSEE, for the purpose of verifying the amount of payments due, and shall provide information to MICHIGAN to facilitate such inspection; and (b) retain such records for six (6) years from date of origination. The terms of this Article shall survive any termination of its covenants hereunder this Agreement. MICHIGAN is responsible for all expenses of such inspection, except that if any inspection reveals an underpayment greater than [XXX] of royalties due MICHIGAN, then LICENSEE shall pay all expenses of that inspection and the amount of the underpayment and interest to MICHIGAN within thirty (30) days of written notice thereof. LICENSEE shall also reimburse MICHIGAN for reasonable expenses required to collect the amount underpaid. 4.5 So that MICHIGAN may pay the proper U.S. Patent and Trademark Office fees relating to the PATENT RIGHTS, if LICENSEE, any AFFILIATE, or any SUBLICENSEE (including optionees) does not quality as a “Small Entity” under U.S. patent laws, LICENSEE shall notify MICHIGAN immediately. The parties understand that the changes to which the Trustee is entitled to rely exclusively on OfficersLICENSEE’s, AFFILIATE’s, SUBLICENSEE’s, or optionees’ Certificates)businesses that might affect entity status include: acquisitions, mergers, hiring of a total of more than 500 total employees, sublicense agreements, and sublicense options.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuer and the Guarantors shall furnish to make available on a publicly available website, within the Holders time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Issuer 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company Issuer were required to file such reports, . (b) All such reports will be prepared in each case, within the time periods specified all material respects in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company accordance with all 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 applicable to such reports. Each annual report on Form 10-K will include a report on the SEC, Issuer’s consolidated financial statements by the Company Issuer’s certified independent accountants. The Issuer shall file a copy of all such information and each of the reports referred to in Section 4.03(a) with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestwill post the reports on its website within those time periods. (bc) For If, at any time after consummation of the Exchange Offer, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer shall nevertheless continue filing the reports specified in Section 4.03(a) with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer 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 Issuer’s filings for any reason, the Issuer will post the reports referred to Section 4.03(a) on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (e) In addition, for so long as any of the Notes remain outstanding, if at any time the Company Issuer or the Guarantors are not required to file with the SEC the reports required by Section 4.03(a), the Issuer 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, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. 4.1 Until the FIRST COMMERCIAL SALE, LICENSEE shall provide to LSU a written annual report on or before July 31st of each calendar year. The annual report shall include: reports of progress and on the amount of capital expended on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve (12) months, and plans for the coming year. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall provide semi-annual reports to LSU. By each July 31st and January 31st (i.e. within one month after each ROYALTY PERIOD closes, including the close of the ROYALTY PERIOD immediately following any termination of this Agreement), LICENSEE shall report to LSU for that ROYALTY PERIOD: (a) Whether or not required by the rules number of END USER licenses and regulations number of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) PROGRAM and DERIVATIVE WORKS licensed by LICENSEE and 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.SUBLICENSEES; (b) For so long as any Notes remain outstanding, the Company total ▇▇▇▇▇▇▇▇ for END USER licenses by LICENSEE 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.all SUBLICENSEES; (c) Should computation of NET SALES, showing detailed, self-explanatory calculations of the Company deliver allowed exclusions; (d) amounts due under each of the subparagraphs in Paragraph 3.1 above, with detailed calculations explaining same; (e) names and addresses of all SUBLICENSEES; (f) a copy of each SUBLICENSE or amendment thereto completed in the prior six- month period, if not previously submitted as required under Article 6.2; and (g) a description of each milestone achieved under Article 3 or Article 5, and also specifying any milestone that was due during the ROYALTY PERIOD but that was not achieved. These reports shall specify the quantity, description (nomenclature and type designation as described in Paragraph 4.3 below), country of production, and country of distribution, sale, or license. If no payment is due, LICENSEE shall so report to LSU. LICENSEE shall direct its authorized representative to certify that reports required hereunder are correct to the Trustee best of LICENSEE's knowledge and information. Failure to provide reports as required under this Article shall be a material breach of this Agreement. 4.3 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for the PROGRAMS and DERIVATIVE WORKS to permit identification and segregation of various types where necessary. LICENSEE shall consistently employ, and shall require SUBLICENSEES to consistently employ, the system when rendering invoices thereon and shall inform LSU, or its auditors, when requested, as to the details concerning such nomenclature system, and all additions thereto and changes therein. 4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the computation and verification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to: (a) open such records for inspection upon reasonable notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the purpose of verifying the amount of payments due; and (b) retain such records for six (6) years from date of origination. The provisions of this Article shall survive any such information, reports or certificates or any annual reports, information, documents and other reports, delivery termination of this Agreement. LSU is responsible for all expenses of such informationinspection, reports or certificates or except that if any annual reportsinspection reveals an underpayment greater than five percent (5%) of royalties due LSU for any ROYALTY PERIOD, information, documents and other reports to the Trustee is for informational purposes only, then LICENSEE shall pay all expenses of that inspection and the Trustee’s receipt amount of such the underpayment and interest to LSU within twenty-one (21) days of written notice. LICENSEE shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including also reimburse LSU for reasonable expenses incurred to collect the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)amount underpaid.

Reports. (a) Whether or not required by the rules and regulations Each of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 FXNC 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 Touchstone and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) shall file all current reports that would be required to be filed by it with Regulatory Authorities between 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 date of this Section 4.03(a) by furnishing financial information relating Agreement and the Effective Time and shall make available to Holdings; provided that the other Party copies of all such reports promptly after 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 are filed. Touchstone and its Restricted Subsidiaries on a stand-alone basis, on the other handshall also make available to FXNC monthly financial statements and quarterly call reports. In additionThe financial statements of FXNC and Touchstone, whether or not required by contained in any such reports filed under the rules and regulations Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the SECentity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows for the Company shall file a copy periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of FXNC filed under the Exchange Act will comply in all such information and reports material respects with the SEC for public availability within the time periods specified in the SEC’s rules Securities Laws and regulations (unless the SEC will not accept such contain any untrue statement of a filing) and make such information available material fact or omit to securities analysts and prospective investors upon request. (b) 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 state a material fact required to be delivered pursuant stated therein or necessary in order to Rule 144A(d)(4) make the statements therein, in light of the circumstances under the Securities Act. (c) Should the Company deliver to the Trustee which they were made, not misleading. Any FXNC financial statements contained in 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, documents and other reports to any Regulatory Authority other than the Trustee is for informational purposes onlySEC shall be prepared in accordance with the Laws applicable to such reports. As of their respective dates, such reports of Touchstone filed with any Regulatory Authority shall be prepared in accordance with the Laws applicable to such reports and the Trustee’s receipt will not contain any untrue statement of such shall not constitute constructive notice of any information contained a material fact or omit to state a material fact required to be stated therein or determinable from information contained necessary in order to make the statements therein, including in light of the Company’s compliance with any of its covenants hereunder (as to circumstances under which the Trustee is entitled to rely exclusively on Officers’ Certificates)they were made, not misleading.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any Notes are outstanding, the Company shall will file with the Commission and furnish to the Holders Trustee and, upon request, to the Holders: (i1) all within 90 days after the end of each fiscal year, an annual report on Form 10-K; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a quarterly and annual financial information that would be report on Form 10-Q; and (3) promptly from time to time after the occurrence of an event required to be contained therein reported pursuant to Form 8-K, a current report on Form 8-K. 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 a filing the preceding paragraphs of this Section 4.16 with the SEC on Forms 10-Q and 10-K Commission within the time periods specified above unless the Commission will not accept such a filing. If the Commission will not accept the Company’s filings for any reason, the Company will furnish the reports referred to in the preceding paragraphs to the Trustee within the time periods that would apply if the Company were required to file those reports with the Commission. The Company will not take any action for the purpose of causing the Commission not to accept any such Formsfilings. Any information filed with, including a “Management’s Discussion or furnished to, the Commission via ▇▇▇▇▇ shall be deemed to have been made available to the Trustee and Analysis the registered Holders of Financial Condition and Results of Operations” that describes the financial condition and results of operations Notes. (b) Notwithstanding the foregoing, if Holdings or any other direct or indirect parent of the Company fully and its consolidated Subsidiaries (showing in reasonable detail, either on unconditionally guarantees the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of OperationsNotes, the financial condition and results filing of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon such reports by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, parent within the time periods specified in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company above will satisfy such obligations 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 HoldingsCompany; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between such reports shall include the information relating to Holdings, on the one hand, and the information relating required by Rule 3-10 of Regulation S-X with respect to the Company and its Restricted Subsidiaries on a stand-alone basisthe Guarantors. (c) The Company shall distribute such information and such reports to the Trustee, on and make them available, upon request, to any Holder and to any such prospective investor or securities analyst. To the other hand. In addition, whether or extent not required satisfied by the rules and regulations of the SECforegoing, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and also make such information publicly available to securities analysts and prospective investors upon request. (b) 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 available 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the Commission’s rules and regulations of the SECregulations, so long as any Notes Securities of a series are outstanding, the Company shall Issuers will furnish to the Holders of Securities of such series and the Trustee, within the time periods specified in the Commission’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Forms, including a “Management’s Discussion reports; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuers were required to file such reports. The Issuers shall be deemed to have furnished such reports to the Trustee and Analysis the Holders of Financial Condition Securities of any series if the Issuers have filed such information or reports with the Commission via the ▇▇▇▇▇ filing system and Results of Operations” that describes the financial condition and results of operations such information or reports are publicly available. All such reports will be prepared in all material respects in accordance with all of the Company rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Issuers will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. (b) If Suburban Propane has designated any of its consolidated Subsidiaries (showing in reasonable detailas 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 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 Suburban Propane and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestSuburban Propane. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders within 15 days after the time periods specified in the SEC’s rules and regulations (i) all quarterly and annual reports, including 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 Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon on the annual financial statements by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestwill post the reports on its website within those time periods. The Company shall at all times comply with TIA § 314(a). (b) For so long as If, at any Notes remain outstandingtime the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company and will nevertheless continue filing the Guarantors shall furnish to reports specified in Section 4.03(a) with the Holders and prospective investors, upon their request, SEC within the information required to be delivered pursuant to Rule 144A(d)(4) under time periods specified above unless the Securities ActSEC will not accept such a filing. (c) Should 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 deliver will post the reports referred to in Section 4.03(a) and (b) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (d) Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee any and the Holders of the Notes if (i) the Company has filed (or, in the case of a Form 8-K, furnished) such informationreports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available, or (ii) the reports or certificates or any annual are posted and publicly available on the Company’s website. The Trustee shall have no responsibility to verify that such reports have been filed. (e) Delivery of such reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee pursuant to this Section is for informational purposes only, and the Trustee’s receipt of such thereof 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 under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatescertificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Trustee and the Holders within 15 days after the time periods specified in the SEC’s rules and regulations (i) all quarterly and annual reports, including 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 Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestwill post the reports on its website within those time periods. The Company shall at all times comply with TIA § 314(a). (b) For so long as If, at any Notes remain outstandingtime the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company and will nevertheless continue filing the Guarantors shall furnish to reports specified in Section 4.03(a) with the Holders and prospective investors, upon their request, SEC within the information required to be delivered pursuant to Rule 144A(d)(4) under time periods specified above unless the Securities ActSEC will not accept such a filing. (c) Should 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 deliver will post the reports referred to in Section 4.03(a) and (b) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (d) Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Trustee any and the Holders of Notes if (i) the Company has filed (or, in the case of a Form 8-K, furnished) such informationreports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available, or (ii) the reports or certificates or any annual are posted and publicly available on the Company’s website. The Trustee shall have no responsibility to verify that such reports have been filed. (e) Delivery of such reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee pursuant to this Section is for informational purposes only, and the Trustee’s receipt of such thereof 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 under this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatescertificates).

Reports. Within ninety (a90) Whether or not required by days after the rules and regulations close of each calendar quarter of each year during the term of this Agreement (including the last day of any such calendar quarter following the expiration date of this Agreement), CONVATEC shall report to LICENSOR all payments actually accruing under Article V during such calendar quarter. Such quarterly reports shall indicate for such calendar quarter the Net Sales Price of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 Product sold by CONVATEC 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, sublicensees with respect to which payment is due and the annual information onlyamount of such payment. In case no payment is due for any such period, a report thereon by CONVATEC shall so report. CONVATEC shall keep, and it shall cause its Subsidiaries and sublicensees to keep, accurate records in sufficient detail to enable the Company’s certified independent accountants and (ii) all current reports that would be required aforesaid payment due under Article V to be filed with determined. Upon the SEC on Form 8-K if request of LICENSOR, CONVATEC and its Subsidiaries and sublicensees shall permit an independent certified public accountant selected by LICENSOR to have access, once in each calendar year during regular business hours and upon reasonable notice to CONVATEC, to such of the Company were required records of CONVATEC and its Subsidiaries and sublicensees as may be necessary to file verify the accuracy of the reports made during the previous calendar year, except that: said accountant shall meet the prior approval of CONVATEC or its Subsidiary or its sublicensee in question, which approval shall not be unreasonably denied, and; said accountant shall not disclose to LICENSOR any information except that which should properly have been contained in such reports, and; said audit right may not be exercised more than once in each case, within the time periods specified in the SEC’s rules and regulationsany one calendar year. 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable The records 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)royalty reports are prepared need not be retained by CONVATEC longer than CONVATEC's then current records retention policy for such documents.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (beginning with a Form 10-K for the year ending December 31, 2006, which Form 10-K need not be filed with the SEC or furnished to Holders until April 15, 2007) 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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. All such reports will be prepared in all material respects in accordance with all of the rules and regulations of the Exchange Act applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in each case, clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulationsregulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. For so long as Holdings The Company will at all times comply with TIA § 314(a). Notwithstanding the foregoing, the Company will not be required to file or another furnish any information, certifications or reports required by Items 307 or 308 of Regulation S-K, except to the extent the rules and regulations of the SEC actually require it to do so. 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 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 paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. In the event that Parent or any other direct or indirect parent company of the Company is or becomes a guarantor Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under the first sentence of in this Section 4.03(a) 4.03 by filing and furnishing financial information reports relating to HoldingsParent or such other direct or indirect parent company in lieu of reports relating to the Company; provided provided, however, that the same is such reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to HoldingsParent or such other direct or indirect parent company and any of its Subsidiaries other than the Company and its Restricted Subsidiaries, on the one hand, and the information relating to the Company Company, the Guarantors and its the other Restricted Subsidiaries of the Company on a stand-alone standalone basis, on the other hand. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors shall 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by AMBION shall provide quarterly reports of NET SALES and EXCLUSIVE NET SALES to ROSETTA, and shall be divided to NET SALES and EXCLUSIVE NET SALES in the rules US and regulations outside the US. Exchange rates related to calculation of the SEC, so long as any Notes are outstanding, Royalties pertaining to NET SALES and EXCLUSIVE NET SALES outside the Company US shall furnish be determined according to the Holders (i) all quarterly and annual financial information that would be required to be contained principles 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 Annex G 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestAgreement. (b) For so long as AMBION shall maintain complete and accurate records of all NET SALES and EXCLUSIVE NET SALES and any Notes remain outstandingamounts payable to ROSETTA in relation to the same. AMBION shall retain such records relating to a given Calendar Quarter for at least three (3) years after the conclusion of that Calendar Quarter. During such three (3) year period, ROSETTA shall have the Company right, at ROSETTA’s expense, to cause an independent, nationally-recognized, certified public accountant reasonably acceptable to AMBION, who is bound by a suitable confidentiality arrangement with AMBION, to inspect AMBION’s and the Guarantors relevant Affiliates’ records relating to NET SALES and EXCLUSIVE NET SALES during normal business hours for the sole purpose of verifying any reports and payments delivered under this Agreement. Such public accountant will only report to ROSETTA whether or not AMBION is in compliance with its obligations under this Agreement and shall furnish not disclose or report to ROSETTA any other information or data to which it has access as part of this examination. The parties shall reconcile any underpayment or overpayment within thirty (30) days after the Holders accountant delivers the results of the audit. ROSETTA may exercise its rights under this Section only once every year and prospective investorsonly with thirty (30) days prior notice to AMBION. Notwithstanding the aforesaid, upon their requestin the event that any inspection as aforesaid reveals any underpayment by AMBION to ROSETTA in respect of any year in an amount exceeding [***]% ([***] percent) of the amount actually paid by AMBION to ROSETTA in respect of such year, then AMBION shall (in addition to paying ROSETTA the information required to be delivered pursuant to Rule 144A(d)(4) under shortfall), bear the Securities Actcosts of such inspection. (c) Should Royalties payable hereunder shall be made without any deductions, except for withholding tax or any other fiscal deductions from time to time required by the Company deliver government of any country. Withholding tax, if any, levied by a government of any country of the on payments made by AMBION to ROSETTA hereunder or any part thereof according to the Trustee any relevant law shall be borne by ROSETTA. AMBION will pay 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, documents and other reports withholding tax to the Trustee is for informational purposes only, respective taxing authorities and will deduct such amount from the Trustee’s receipt royalty due to ROSETTA. AMBION shall use its best efforts to enable ROSETTA to claim exception there from under any double taxation or similar agreement in force and shall produce to ROSETTA proper evidence of such shall not constitute constructive notice payments 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).all withholding taxes,

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 the 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, following the consummation of the Registered Exchange Offer (as defined in the Appendix), whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) The Company shall at all times comply with TIA § 314(a). (c) 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. (cd) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reportsreports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. During the Term hereof beginning on Project Completion, within thirty (a30) Whether days after the end of each first, second and third fiscal quarter of Licensee and within sixty (60) days after the end of the fourth fiscal quarter of Licensee, Licensee shall provide to SAIC a Quarterly Financial Statement and report of all Revenues in support of the payment calculation. Such report is due even if no amount is payable. For sake of clarity and not by way of limitation, if Revenues are received by Licensee in a form other than cash, the applicable Revenue will be the monetary equivalent or not required by fair market value of the non-cash consideration. Licensee shall issue one final report in the event Licensee pays the maximum amount of payments due as set out in Section 7.3. Licensee shall also provide to SAIC the Audited Financial Statements within fifteen (15) days of Licensee’s receipt of same from the certified public accountants. Notwithstanding anything to the contrary contained herein, in the event Licensee becomes a reporting company under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the obligations of Licensee to disclose the information herein to SAIC shall be modified to the extent necessary for Licensee to be in compliance with the Exchange Act, and all rules and regulations promulgated thereunder, including without limitation adjusting the time periods of disclosure so that Licensee is not obligated to disclose the information set forth herein to SAIC any sooner than it is required to disclose similar information to the Securities and Exchange Commission or the public. If any Audited Financial Statements demonstrates that Licensee has underpaid its royalty for that fiscal year, Licensee shall remit payment in the amount of such deficiency within thirty (30) days of Licensee’s receipt of the SECAudited Financial Statement. If any Audited Financial Statements demonstrate that the Licensee has overpaid its royalty for that year, then, so long as any Notes are outstandingthe Maximum Amount has not been reached, the Company SAIC shall furnish be entitled to retain those funds to the Holders (i) all quarterly extent that it can and annual financial information that would be required to be contained in a filing with shall credit them against the SEC on Forms 10-Q Minimum Royalty 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestMaximum Amount. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations: (i) 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 thereon by the Company’s certified independent accountants; and (ii) all current reports that describes would be required to be filed with the financial condition and results of operations SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its consolidated website within those time periods. The Company will at all times comply with TIA §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 paragraphs 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 paragraphs on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (showing in reasonable detaila) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (bc) 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 shall 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) Should the Company deliver to the Trustee any Delivery of such information, reports or certificates or any annual reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed or furnished with the SEC on Forms 10-Q and 10-K if the Company were required to file or furnish 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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 Company shall not be required to file a current report on Form 8-K in reasonable detail connection with the differences between the information relating to Holdings, consummation on the one hand, Issue Date of the transactions described in the Offering Memorandum. All such reports will be prepared in all material respects in accordance with all of the rules and the information relating regulations applicable to the Company and its Restricted Subsidiaries such reports. Each annual report on Form 10-K will include a stand-alone basis, report on the other handCompany's consolidated financial statements by the Company's certified independent accountants. In addition, whether or not required following the consummation of the Exchange Offer contemplated by the rules and regulations of the SECRegistration Rights Agreement, the Company shall will file or furnish, as applicable, a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make will post the reports on its website within those time periods. If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such information available a filing. The Company will not take any action for the purpose of causing the SEC not to securities analysts and prospective investors upon requestaccept 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 the Company were required to file those reports with the SEC. (b) For so long as any Notes remain outstanding, if at any time it is not required to file with the SEC the reports required by paragraph (a) of this Section 4.03, the Company and the Guarantors shall will furnish to the Holders of Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Should If at any time the Notes are guaranteed by a direct or indirect parent of the Company, and such company has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, if applicable, and has furnished the Holders of Notes, or filed with the SEC, the reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the Securities Act), the Company deliver shall be deemed to be in compliance with the provisions of this Section 4.03. (d) Any information filed with, or furnished to, the SEC shall be deemed to have been made available to the Trustee and the registered Holders of the Notes. The subsequent filing or making available of any report required by this Section 4.03 shall be deemed automatically to cure any Default or Event of Default resulting from the failure to file or make available such information, reports or certificates or any annual report within the required time frame. (e) Delivery of such reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ ' Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall Issuer will furnish to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations for non-accelerated filers: (ia) 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (iib) 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 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 electronic filing of the foregoing reports by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, Issuer on the one hand, and SEC’s E▇▇▇▇ system (or any successor system) shall be deemed to satisfy the information relating Issuer’s delivery obligations to the Company Trustee and its Restricted Subsidiaries any Holder of Notes. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a stand-alone basis, report on the other handIssuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, whether or not required by the rules and regulations of the SEC, the Company shall Issuer will file a copy of all such information each of the reports referred to in clauses (a) and reports (b) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make will post the reports on its website within those time periods. If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. If, at any time, the Issuer does not have a class of equity listed on a national securities exchange, the Issuer will schedule a conference call to be held reasonably promptly, but not more than ten Business Days following the release of each report containing the financial information available referred to securities analysts in clause (a) 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 upon request. 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 (ba) For so long as any Notes remain outstandingabove. In addition, the Company and Issuer agrees that, if at any time it is not required to file with the Guarantors shall SEC the reports required by the preceding paragraphs, it will furnish to the Holders of Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are subject to resale restrictions under Rule 144 under the Securities Act. (c) Should . To the Company deliver extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to the Trustee have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured. Delivery of such information, reports or certificates or any annual reports, information, and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is shall be for informational purposes only, and the Trustee’s receipt of such them shall not constitute constructive notice of any information contained therein or determinable from information contained therein, therein (including the CompanyIssuer’s compliance with any of its covenants hereunder (under the Indenture as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesan officer’s certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, our compliance with the covenants or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ or any website under the Indenture, or participate in any conference calls.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the The Company shall furnish a report each quarter, to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with Minister, 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 Head of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face Inspectorate Division of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of OperationsMinerals Commission, the financial condition and results of operations Chief Executive of the Company Minerals Commission and its Restricted Subsidiaries separate the Director of Ghana Geological Survey, in such forms as may from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect time to the annual information only, a report thereon time be approved by the Company’s certified independent accountants Minister, regarding the quantities of gold and (ii) all current reports silver won in that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportsquarter, 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 SECquantities sold, the Company revenue received and royalties payable for that quarter and such other information as may be required. Such reports shall file a copy be submitted not later than thirty (30) days after the end of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requesteach quarter. (b) For so long as any Notes remain outstandingThe Company shall furnish a report each half-year to the Minister, the Company Chief Inspector of Mines of the Inspectorate Division, Minerals Commission, the Chief Executive of the Minerals Commission and the Guarantors shall furnish Director of Ghana Geological Survey in such form as may from time to time be approved by the Holders Minister summarising the results of its operations in the Lease Area during the half-year and prospective investors, upon their request, the information required records to be delivered kept by the Company pursuant to Rule 144A(d)(4paragraphs 14, 15 and 16 hereof. Each such report shall include a description of any geological or geophysical work carried out by the Company in that half-year and a plan upon a scale approved by the Head of the Inspectorate Division of the Minerals Commission showing dredging areas and mine workings. Such reports shall be submitted not later than forty (40) under days after the Securities Acthalf-year to which they relate. (c) Should The Company shall furnish a report each Financial Year in such form as may from time to time be approved by the Minister to the Head of the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey Department summarising the results of its operations in the Lease Area during that Financial Year and the records required to be kept by the Company deliver pursuant to paragraphs 14, 15, and 16 hereof. Each such report shall include a description of the proposed operations for the following year with an estimate of the production and revenue to be obtained therefrom. Such reports shall be submitted not later than sixty (60) days after the end of each Financial Year. (d) The Company shall furnish the Minister, the Head of the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey not later than three (3) months after the expiration or termination of this Agreement, with a report giving an account of the geology of the Lease Area including the stratigraphic and structural conditions, together with a geological map on a scale prescribed in the Mining Regulations. (e) The Company shall furnish the Minister and the Chief Executive of the Minerals Commission, with a report of the particulars of any proposed alteration to its regulations. The Company shall also furnish the Minister and the Chief Executive of the Minerals Commission with a report on the particulars of any fresh issues of shares of its capital stock or borrowings in excess of an amount equivalent to the Trustee Stated Capital of the Company. All such reports shall be in such form as the Minister may require and shall be submitted not less than twenty-one (21) days (or such lesser period as the Minister may agree) in advance of any such informationproposed alteration, fresh issue or borrowing, as the case may be. (f) The Company shall, not later than 180 days after the end of each Financial Year, furnish the Minister and the Chief Executive of the Minerals Commission with a copy each of its annual financial reports or certificates or including a balance sheet, profit and loss account, and all notes pertaining thereto, duly certified by a qualified accountant who is a member of the Ghana Institute of Chartered Accountants. Such certificate shall not in any annual reports, information, documents and other reports, delivery way imply acceptance of such information, reports by the Government or certificates or any annual reports, information, documents and other reports to preclude 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 Government from information contained therein, including auditing the Company’s compliance books of account. (g) The Company shall furnish the Minister, the Head of the Inspectorate Division of the Minerals Commission, the Chief Executive of the Minerals Commission and the Director of Ghana Geological Survey with any of such other reports and information concerning its covenants hereunder (operations as they may from time to which the Trustee is entitled to rely exclusively on Officers’ Certificates)time reasonably require.

Reports. Provider shall prepare and provide to the Board any operational information which the Board may request from time to time, including any information needed to assist the Board in complying with any reporting obligations or contractual requirements imposed by the VA or any other regulatory entity. In addition, Provider shall file Financial Reports in accordance with the following guidelines: (a) Whether or not required by Within thirty (30) calendar days after the rules end of each calendar month, Provider shall provide the Board with an unaudited balance sheet and regulations an unaudited statement of income and expenses for such month relating to the operation of the SECVeterans Cemetery, so long as any Notes are outstandingdated the last day of such month; and (b) Within one hundred fifty (150) calendar days after the end of the fiscal year of the Veterans Cemetery, Provider shall provide the Company shall furnish Board with combined audited financial statements from an auditor acceptable to Board, including: (i) a balance sheet of the Veterans Cemetery dated the last day of said fiscal year; and (ii) a statement of income and expense for the year then ended relating to the Holders operation of the Veterans Cemetery; and (iii) a statement of cash flows for the year then ended for the Veterans Cemetery; and (iv) audit adjustments reconciling audited annual financial statements to unaudited monthly financial statements previously provided by Provider. The balance sheet and statement of income and expense shall include columns setting forth the applicable amounts for the prior fiscal year, comparing data reported pursuant to Section 7.04(b), above, to such prior year’s data (if applicable) as well as to the budget developed for that same year. In this connection, all such reports shall be prepared on forms reasonably acceptable to the Board and Provider, and all statements and reports shall be prepared on an accrual basis, in accordance with GAAP, consistently applied. As additional support to reporting information required under this Contract, Provider shall, at the Board’s request, provide to the Board, within five (5) working days of the Board’s request, access to and/or copies of: (i) all quarterly bank statements 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) reconciliations; and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 detailed cash receipts and regulations. For so long as Holdings or another direct or indirect parent company disbursement records; and (iii) general ledger listing; and (iv) summaries 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(aadjusting journal entries; and (v) 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 shall file a copy copies of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.paid bills; and (bvi) For so long any other supporting documentation the Board may reasonably request within such reasonable time as any Notes remain outstanding, not to impair 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) performance of Provider’s functions under the Securities Actthis Contract. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. 4.1 LICENSEE shall provide to LSU a written annual report on or before July 31 of each calendar year. The annual report shall include: reports of progress and of the amount of capital expended on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve (12) months, and plans for the coming year. Each annual report shall be accompanied by the current certificate(s) of insurance in compliance with Paragraph 10.3. 4.2 After the FIRST COMMERCIAL SALE, LICENSEE shall provide quarterly reports to LSU. Within thirty (30) days after each ROYALTY PERIOD closes (including the close of the ROYALTY PERIOD immediately following any termination of this Agreement), LICENSEE shall report to LSU for that ROYALTY PERIOD: (a) Whether or not required number of LICENSED PRODUCTS manufactured and sold by the rules LICENSEE and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.SUBLICENSEES; (b) For so long as any Notes remain outstanding, the Company total ▇▇▇▇▇▇▇▇ for LICENSED PRODUCTS sold by LICENSEE 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.all SUBLICENSEES; (c) Should accounting for all LICENSED PROCESSES used or sold by LICENSEE and all SUBLICENSEES; (d) deductions applicable as provided in the Company deliver definition for NET SALES in Paragraph 1.6; (e) any consideration due on additional payments from SUBLICENSEES under Paragraph 3.1(c); (f) total running royalties due; and (g) names and addresses of all SUBLICENSEES. 4.3 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for LICENSED PRODUCTS and LICENSED PROCESSES to permit identification and segregation of various types where necessary. LICENSEE shall consistently employ, and shall require SUBLICENSEES to consistently employ, the Trustee system when rendering invoices thereon. On request, LICENSEE shall promptly explain to LSU, or its auditors, all details reasonably necessary to understand such nomenclature system, all additions thereto and changes therein. 4.4 LICENSEE shall keep, and shall require all SUBLICENSEES to keep, true and accurate records containing data reasonably required for the computation and verification of payments due under this Agreement. LICENSEE shall, and it shall require all SUBLICENSEES to: (1) open such records for inspection upon reasonable notice during business hours by either LSU auditor(s) or an independent certified accountant selected by LSU, for the purpose of verifying the amount of payments due; and (2) retain such records for six (6) years from date of origination. The terms of this Article shall survive any such information, reports or certificates or any annual reports, information, documents and other reports, delivery termination of this Agreement. LSU is responsible for all expenses of such informationinspection, reports or certificates or except that if any annual reportsinspection reveals an underpayment greater than five percent (5%) of the amounts due LSU for any ROYALTY PERIOD, information, documents and other reports to the Trustee is for informational purposes only, then LICENSEE shall pay all expenses of that inspection and the Trustee’s receipt amount of such the underpayment and interest to LSU within twenty (20) days of written notice thereof. LICENSEE shall not constitute constructive notice of also reimburse LSU for reasonable expenses required to collect 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)amount underpaid.

Reports. 5.1 Within sixty (a60) Whether or not required days after the close of each Royalty Quarter during the term of this Agreement (including the close of any Royalty Quarter immediately following any termination of this Agreement), LICENSEE shall report to MICHIGAN all royalties accruing to MICHIGAN during such Royalty Quarter. Such quarterly reports shall indicate for each Royalty Quarter the gross sales and Net Sales of Products by the rules LICENSEE and regulations of the SECAffiliates, so long as and any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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, other revenues with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 handwhich payments are due, 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery amount of such informationpayments, reports or certificates or any annual reports, information, documents and other reports as well as the various calculations used 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 thereinarrive at said amounts, including the Company’s compliance with quantity, description (nomenclature and type designation), country of manufacture and country of sale of Products. In case no payment is due for any such period, LICENSEE shall so report. 5.2 LICENSEE covenants that it will promptly establish and consistently employ a system of specific nomenclature and type designations for Products so that various types can be identified and segregated, where necessary; LICENSEE and Affiliates shall consistently employ such system when rendering invoices thereon and henceforth agree to inform MICHIGAN, or its covenants hereunder (auditors, when requested as to the details [*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. concerning such nomenclature system as well as to all additions thereto and changes therein. 5.3 LICENSEE shall keep, and shall require its Affiliates to keep, true and accurate records and books of account containing data reasonably required for the computation and verification of payments to be made as provided by this Agreement, which records and books shall be open for inspection upon reasonable notice during business hours by either MICHIGAN auditor(s) or an independent certified accountant selected by MICHIGAN, for the Trustee is entitled purpose of verifying the amount of payments due and payable. Said right of inspection will exist for six (6) years from the date of origination of any such record, and this requirement and right of inspection shall survive any termination of this Agreement. MICHIGAN shall be responsible for all expenses of such inspection, except that if such inspection reveals an underpayment of royalties to rely exclusively on Officers’ CertificatesMICHIGAN in excess of ten percent (10%), then said inspection shall be at LICENSEE's expense and such underpayment shall become immediately due and payable to MICHIGAN. 5.4 The reports provided for hereunder shall be certified by an authorized representative of LICENSEE to be correct to the best of LICENSEE's knowledge and information.

Reports. Beginning with the first accrual of Net Sales on which a royalty is due hereunder, Licensee shall provide to SKCC a [*] royalty report, as follows: Within [*] after the end of each [*], Licensee shall deliver to SKCC a true and accurate report, giving such particulars of the business conducted by Licensee, Affiliates and its Sublicensees, if any, during such [*] as are pertinent to an account for payments hereunder. Such report shall be reasonably detailed and shall include at least (a) Whether the total of Net Sales; (b) the calculation of royalties; and (c) the total royalties so calculated and due SKCC. To the extent consistent with Licensee's internal reporting procedures, Licensee shall make good faith efforts to reflect in its reports hereunder Net Sales on a product-by-product and country-by-country or territory-by-territory basis. Simultaneously with the delivery of each such report, Licensee shall pay to SKCC the total royalties, if any, due to SKCC for the period of such report. If no royalties are due, Licensee shall so report. SKCC shall not required by the rules and regulations of the SEC, so long as provide to third parties any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in reports provided to Licensee hereunder, or learned by SKCC under Section 4.7 above; provided that SKCC may have such reports reviewed by its accountants and legal advisors. Licensee agrees to forward to SKCC, on an annual basis, a filing copy of all reports of Net Sales received by Licensee from its Sublicensees during the preceding twelve (12) month period as shall be pertinent to a royalty accounting under said sublicense agreements. Such reports may be redacted to omit any information not necessary to determine Net Sales or amounts due to SKCC hereunder. [*] Certain information on this page has been omitted and filed separately 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, Commission. Confidential treatment has been requested with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestomitted portions. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Affiliate shall furnish to the Holders (i) all quarterly and annual financial information that would maintain at its own expense a SMS which should be required to be contained in a filing fully integrated 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestCAS. (b) For so long as any Notes remain outstandingWith respect to each month of the Term, or part thereof, the Company and the Guarantors Affiliate shall furnish mandatorily provide to the Holders Authorized Representative the duly complete and prospective investorsaccurate Subscriber Report with respect to each head-end of the Affiliate’s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, upon their requestChannel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Broadcaster through the Authorized Representative from time to time, within seven (7) days of the immediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such further / other information as may be reasonably required inter alia to be delivered pursuant monitor affiliate’s compliance with stipulations of this Agreement. Such information may relate to Rule 144A(d)(4) under the Securities Actfurnishing of additional city/area wise. (c) Should If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must feature in the Company deliver Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. (d) In case the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Affiliate shall also provide a report to the Trustee Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the availed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. (e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-▇▇-▇▇▇▇▇ rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any such informationof the Subscribed Channel(s), reports or certificates or any annual reports, information, documents and other reports, delivery along with the monthly per subscriber rate (excluding taxes) of such informationbouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, reports or certificates or any annual reports, information, documents and other reports then any/all such change(s) shall be communicated by the Affiliate in writing to the Trustee is Authorized Representative at least three (3) days before the Affiliate implementing such change. (f) Affiliate shall maintain throughout the Term and for informational purposes onlytwelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster through the Authorized Representative to verify and ascertain (i) veracity of the Subscriber Reports supplied by Affiliate pursuant to this Clause, 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(ii) Affiliate’s compliance with any of its covenants hereunder (anti- piracy obligations as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)set out in this Agreement.

Reports. (a) Whether or not required by the rules and regulations Each of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 Parent 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 BFTL and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) shall file all current reports that would be required to be filed by it with Regulatory Authorities between 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 date of this Section 4.03(a) by furnishing financial information relating Agreement and the Effective Time and shall make available to Holdings; provided that the other Party copies of all such reports promptly after 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 are filed. BFTL and its Restricted Subsidiaries on a stand-alone basis, on the other handshall also make available to Parent monthly financial statements and quarterly call reports. In additionThe financial statements of Parent and BFTL, whether or not required by contained in any such reports filed under the rules and regulations Exchange Act or with any other Regulatory Authority, will fairly present the consolidated financial position of the SECentity filing such statements as of the dates indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows for the Company shall file a copy periods then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material). As of their respective dates, such reports of Parent filed under the Exchange Act will comply in all such information and reports material respects with the SEC for public availability within the time periods specified in the SEC’s rules Securities Laws and regulations (unless the SEC will not accept such contain any untrue statement of a filing) and make such information available material fact or omit to securities analysts and prospective investors upon request. (b) 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 state a material fact required to be delivered pursuant stated therein or necessary in order to Rule 144A(d)(4) make the statements therein, in light of the circumstances under the Securities Act. (c) Should the Company deliver to the Trustee which they were made, not misleading. Any Parent financial statements contained in 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, documents and other reports to any Regulatory Authority other than the Trustee is for informational purposes onlySEC shall be prepared in accordance with the Laws applicable to such reports. As of their respective dates, such reports of BFTL filed with any Regulatory Authority shall be prepared in accordance with the Laws applicable to such reports and the Trustee’s receipt will not contain any untrue statement of such shall not constitute constructive notice of any information contained a material fact or omit to state a material fact required to be stated therein or determinable from information contained necessary in order to make the statements therein, including in light of the Company’s compliance with any of its covenants hereunder (as to circumstances under which the Trustee is entitled to rely exclusively on Officers’ Certificates)they were made, not misleading.

Reports. COMPANY shall provide to LICENSOR the following written reports, which reports shall be Confidential Information of COMPANY, according to the following schedules. (a) Whether or not required by COMPANY shall provide calendar quarterly royalty reports, substantially in the rules format of Exhibit C and regulations due within thirty (30) days of the SEC, so long as any Notes are outstandingend of each calendar quarter following the FIRST COMMERCIAL SALE of a LICENSED PRODUCT. Royalty Reports shall disclose the amount of LICENSED PRODUCT(S) sold, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file total NET SALES of 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 handLICENSED PRODUCT(S), and the information relating running royalties due to the Company LICENSOR as a result of NET SALES by COMPANY, AFFILIATED COMPANIES and its Restricted Subsidiaries on a stand-alone basis, on the other handSUBLICENSEE(S) thereof. In addition, whether or not required by the rules and regulations Payment of the SEC, the Company any such royalties due shall file a copy of all accompany such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestRoyalty Reports. (b) For so long Until such time as COMPANY, an AFFILIATED COMPANY or a SUBLICENSEE(S) has achieved a FIRST COMMERCIAL SALE of a LICENSED PRODUCT, or received FDA market approval, COMPANY shall provide annual diligence reports, due within thirty (30) days of the end of every December following the EFFECTIVE DATE of this Agreement. These diligence reports shall describe COMPANY’s, AFFILIATED COMPANY’s or any Notes remain outstandingSUBLICENSEE(S)’s technical efforts towards meeting its obligations under the terms of this Agreement, particularly its progress toward achieving the Company developmental milestones set forth in Exhibit B and the Guarantors shall furnish explain any delays experienced in achieving such milestones relative 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.projected dates for achievement set forth in Exhibit B. (c) Should COMPANY shall further provide in conjunction with the Company deliver annual report due in January pursuant to 5.1(b) or the quarterly royalty report due in the last calendar quarter of each calendar year pursuant to Paragraph 5.1(a), the following information: (i) evidence of insurance as required under Paragraph 10.4, or, a statement of why such insurance is not currently required; and (ii) identification of all AFFILIATED COMPANIES which have exercised rights pursuant to Paragraph 2.1, or, a statement that no AFFILIATED COMPANY has exercised such rights; (iii) identification of (A) all SUBLICENSEE(S) with which COMPANY has entered into an agreement pursuant to the Trustee any such information, reports or certificates or any annual reports, information, documents terms of Paragraph 2.2 and other reports, delivery all (B) sublicensee(s) of such information, reports or certificates or any annual reports, information, documents and other reports SUBLICENSEE(S) with which such SUBLICENSEE(S) have entered into agreements pursuant to the Trustee terms of Paragraph 2.2, in each case since the previous annual report; and (iv) notice of all FDA approvals of any LICENSED PRODUCT(S) obtained by COMPANY, AFFILIATED COMPANY or SUBLICENSEE, the patent(s) or patent application(s) licensed under this Agreement upon which such product or service is for informational purposes onlybased, and the Trustee’s receipt commercial name of such shall not constitute constructive notice of any information contained therein product or determinable from information contained thereinservice, including or, in the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)alternative, a statement that no FDA approvals have been obtained.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 20-F and 40-F (or Forms 10-Q K and 10-K Q) if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that describes would be required to be filed with the financial condition SEC on Form 6-K (or Form 8-K) if the Company were required to file such reports. Notwithstanding the foregoing, the requirement to furnish current, quarterly and results annual reports to Holders of operations Notes will be deemed satisfied prior to the commencement of the Company Exchange Offer or the effectiveness of a Shelf Registration Statement contemplated by the Registration Rights Agreement if the information that would have been contained in such reports is included in the Exchange Offer Registration Statement relating to the Exchange Offer and/or the Shelf Registration Statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 40-F (or Form 10-K) will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants; provided that, in the event ▇▇▇▇▇▇▇ Corp. and its Subsidiaries that are required to do so under this Indenture continue to provide Note Guarantees but are no longer included in the Company’s consolidated financial statements, to the extent permitted by the SEC and the Company’s certified independent accountants, each such annual report will also include a report on the Company’s combined financial statements (including ▇▇▇▇▇▇▇ Corp. and its consolidated Subsidiaries) by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (showing in reasonable detaila) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (bc) 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 paragraphs (a) and (b) of this Section 4.03, the Issuer and the Guarantors shall 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports; provided, however, that the Company will not be required to provide any financial information pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Securities Act. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. Notwithstanding the foregoing, the availability of the reports referred to in each caseclauses (1) and (2) above on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (or any successor system) and the Company’s website 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 regulations applicable to such reports will be deemed to satisfy the Company’s delivery obligation. (b) If, at any time, the Company is a guarantor no longer subject to the periodic reporting requirements of the NotesExchange Act for any reason, this Indenture will permit the Company to satisfy its obligations under will nevertheless continue filing the first sentence of this reports specified in 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 shall file a copy of all such information and reports hereof with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (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 Section 4.03(a) and make such information available hereof on its website within the time periods that would apply if the Company were required to securities analysts and prospective investors upon requestfile those reports with the SEC. (bc) 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 with the Guarantors shall SEC the reports required by Section 4.03(a) hereof, the Company 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations Company or any Guarantor 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 and JCC Holding shall furnish to the Holders file (iwhich filing may be on a consolidated basis) all quarterly and annual financial information that would be required to be contained in a filing with the SEC (to the extent permitted under the Exchange Act) on Forms 10-Q and 10-K if or prior to the Company were date they are or would have been required to file such Formswith the SEC (the "Required Filing Date"), including a “Management’s Discussion annual and Analysis quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports filed with the SEC if the Company or JCC Holding, as applicable, were subject to the requirements of Financial Condition and Results of Operations” that describes the financial condition and results of operations Section 13 or 15(d) of the Company and its consolidated Subsidiaries (showing in reasonable detailExchange Act, 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) andincluding, with respect to the annual information only, a report thereon by the Company’s such reporting entity's certified independent public accountants and (ii) all current reports that as such would be required in such reports to be filed with the SEC on Form 8-K if the Company were required to file such reportsand, in each case, within together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company and JCC Holding shall also include in such reports the time periods specified anticipated completion date of the Casino and, in the SEC’s rules case of quarterly reports, the Contingent Payments made, if any, the Contingent Payment Accrual amount, if any, and regulations. For so long as Holdings or another direct or indirect parent company the Company's Consolidated EBITDA and the Contingent Payment Measurement Amount with respect to the most recently ended fiscal quarter, and in the case of annual reports, the audited Contingent Payments made, if any, the audited Contingent Payment Accrual amount, if any, and audited Consolidated EBITDA and the Contingent Payment Measurement Amount for the most recently ended fiscal year and for each of the Semiannual Periods ending in such fiscal year. The Company is a guarantor and JCC Holding shall also file all other reports and information that they are or would have been required with the SEC prior to the Required Filing Date. The Company and JCC Holding will also provide copies of such annual and quarterly reports to the Trustee within 30 days after the Required Filing Date; provided, that the Company and JCC Holding shall not be in default of the Notes, this Indenture will permit the Company to satisfy its obligations under the first sentence provisions of this Section 4.03(a) by furnishing financial information relating 5.8 for any failure 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless solely by refusal by the SEC will not to accept the same for filing, it being understood that in such a filing) and make event, such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, the Company and the Guarantors reports 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, documents and other reports to as described herein as if they had been filed with 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)SEC.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (ior file with the SEC for public availability), no later than thirty days after the expiration of the time periods specified in the SEC’s rules and 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 annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that describes would be required to be filed with the financial condition and results of operations SEC on Form 8-K if the Company were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, the Company will file a copy of each of the reports referred to in clauses ‎(1) and ‎(2) above with the SEC for public availability within the time periods specified above (unless the SEC will not accept such a filing) and will post the reports on its consolidated website within those time periods. The Company will at all times comply with TIA §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 paragraphs of this ‎Section 4.03 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 paragraphs on its website within the time periods specified in this ‎Section 4.03. (b) If the Company has designated any of its Subsidiaries (showing in reasonable detailas 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 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (bc) 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 shall 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) Should Notwithstanding the foregoing, the Company deliver shall be deemed to have furnished the reports required by paragraphs ‎(a) and ‎(b) of this ‎Section 4.03 to the Trustee any and the Holders on the date the Company files such information, reports or certificates with the SEC via the ▇▇▇▇▇ filing system (or any annual reports, information, documents successor thereto) and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)become 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 shall will furnish to the Holders of Notes and the Trustee, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports; 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 Formsreports: provided, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” however, that describes the financial condition and results of operations availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service or on the Company’s website shall be deemed to satisfy the Company’s delivery obligations under this Section 4.03(a). All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request. The Company will at all times comply with TIA § 3.14(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 paragraphs of this Section 4.03(a) 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 paragraphs on its consolidated website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (showing in reasonable detaila) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file Delivery of 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) 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. (c) Should the Company deliver documents 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, documents and other reports pursuant to the Trustee this Section 4.03 is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesan Officer’s Certificate).

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SEC, so long as any Notes are outstandingregulations, the Company shall furnish to Holders of such Series or direct the Trustee in writing to furnish to the Holders of Notes of such Series, within the time periods (iincluding any extensions thereof) specified in the SEC’s rules and 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. To the extent such filings are made, the reports will be deemed to be furnished to the Trustee and the Holders of the Notes. The Trustee shall not be responsible for determining whether such filings have been made. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in each case, this Section 4.03(a) with the SEC 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (above unless the SEC will not accept such a filing. 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 this Section 4.03(a) and make such information available on its website within the time periods that would apply if the Company were required to securities analysts and prospective investors upon requestfile those reports with the SEC. (b) For In addition, the Company agrees that, for so long as any Notes of a Series 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 shall furnish to the Holders of such Series 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 To the extent any information is not filed or provided within the time periods specified in this Section 4.03 and such information is subsequently filed or provided, the Company deliver 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 and any acceleration of the Trustee Notes resulting therefrom will be deemed to have been rescinded so long as such rescission would not conflict with any such information, applicable judgment or decree. (d) Delivery of the reports or certificates or any annual reports, information, and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificatesan Officer’s Certificate).

Reports. (a) Whether or not required by the rules Servicer shall prepare and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish forward to the Holders Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent) (i) all quarterly and annual financial information that would be required to be contained in during a filing with the SEC Monthly Reporting Period, 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 onlyeach Monthly Settlement Date, a report thereon by the Company’s certified independent accountants and Monthly Report, (ii) all current reports during a Weekly Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on Tuesday of each calendar week (or if such day is not a Business Day, on the next succeeding Business Day) (each such date the “Weekly Reporting Date”), a Weekly Report covering the period from and including Monday of the preceding week to but excluding Monday of such week and (iii) during a Daily Reporting Period, on each Monthly Settlement Date, a Monthly Report and, upon the written request of the Required Managing Agents, on each Business Day (or such other schedule as may be consented to by the Required Managing Agents) (each such date the “Daily Reporting Date”), a Daily Report covering the immediately preceding Business Day (provided, that would be required to be filed with a Daily Report covering the SEC on Form 8-K if the Company were required to file first (1st) Business Day following a weekend or holiday or both shall also cover such reportsweekend or holiday or both), in each case, within certified by an Authorized Officer of Servicer; it being understood that Servicer may provide interim reporting at any time and from time to time (including upon any change in or cancellation of any Special Concentration Limit). In the time periods specified in event that Servicer is required to furnish any Weekly Report or Daily Report as provided herein, and if the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company last day of the Company is a guarantor week covered by such Weekly Report or if the day covered by such Daily Report, as applicable, occurs during the period commencing on the day of any calendar month when Crude Oil Receivables generated during the immediately preceding calendar month are payable and ending on the date of the Notesfollowing calendar month on which Crude Oil Receivables generated during the calendar month immediately preceding such following month are invoiced, this Indenture will permit then 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 computation of the SECNet Receivables Balance set forth in such Weekly Report or Daily Report, as applicable, shall include the Company shall file a copy aggregate amount of all such information and reports with the SEC Crude Oil Receivables for public availability within the time periods specified which invoices have not yet been issued but which would qualify as Eligible Receivables had an invoice been issued in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestrespect thereof. (b) For so long as any Notes remain outstandingIf the rating system of ▇▇▇▇▇’▇ or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, Servicer, the Company Managing Agents and the Guarantors Administrative Agent shall furnish negotiate in good faith to amend, in a manner acceptable to Servicer and the Required Managing Agents, the reporting obligations of Servicer to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment Servicer’s reporting obligations hereunder shall be determined by reference to the Holders and prospective investors, upon their request, the information required rating most recently in effect prior to be delivered pursuant to Rule 144A(d)(4) under the Securities Actsuch change or cessation. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Parent or the Company shall will furnish to the Holders or cause the Trustee to furnish to the Holders of Global Notes, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly reports on Form 10-Q and annual financial information reports on Form 10-K that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K such forms if Parent or the Company were required to file such Formsreports under the Exchange Act; (2) all current reports on Form 8-K that would be required to be filed with the SEC on such form if Parent or the Company were required to file such reports under the Exchange Act; and (3) in a footnote to Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (1) and (2) of this Section 4.16(a), including the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a “report on the Company’s consolidated financial statements by Parent’s certified independent accountants. In addition, Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and Parent will file a copy of each of the reports referred to in clauses (1) and (2) of this Section 4.16(a) with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). Parent and the Company will be deemed to have furnished such reports referred to above to the Trustee and Holders if Parent has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. If at any time the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.16(a) with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Parent’s or the Company’s filings for any reason, Parent or the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if Parent or the Company were required to file those reports with the SEC. (b) The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes Operations (the financial condition “MD&A”) of Parent, which shall include a discussion and results of operations analysis of the Company and its consolidated the Restricted Subsidiaries. If the Board of Directors of Parent has designated any of the Restricted Subsidiaries (showing in reasonable detailas 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 thereto, and also in Management’s Discussion and Analysis the MD&A, of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) andSubsidiaries. Parent agrees that, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with Holders of the Notes and securities analysts relating to the financial condition and results of operations of Parent, the Company and the Restricted Subsidiaries. (c) In addition, the Company and the Guarantors shall agree that, for so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (cd) Should the Company deliver Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent or the Company, compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on officers’ certificates). (e) Documents filed by us with the SEC via the ▇▇▇▇▇ system will be deemed filed with the Trustee as of the time such information, reports or certificates or any annual documents are filed via ▇▇▇▇▇. Delivery of such reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officersofficers’ Certificatescertificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Trustee and the Holders of the Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-10- K if the Company were was required to file such Forms, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s 's certified independent accountants accountants, and (ii) 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, case within the time periods specified in the SEC’s '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 shall will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s 's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. . The Company will be deemed to have satisfied such requirements if 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 is not required by the SEC to file such reports, documents and information separately under the applicable rules and regulations of the SEC (bafter giving effect to any exemptive relief) For because of the filings by GCL. Furthermore, the Company will agree that, for so long as any Notes remain outstandingoutstanding (and regardless of the immediately preceding sentence), the Company and the Guarantors shall it will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes, or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (2) all current reports that describes would be required to be filed (but not furnished) with the financial condition and results SEC on Form 8-K if the Company were required to file such reports. In addition, the Company will file a copy of operations each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. The Company will at all times comply with TIA § 314(a). If, at any time, 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. If at any time any Person is or becomes a Parent of the Company, and that Person delivers to the Trustee a Parent Guaranty, then the reports and other information required by this Section 4.03 may instead be those filed with the SEC by such Person and furnished with respect to such Person without including the condensed consolidating footnote contemplated by Rule 3-10 of Regulation S-X promulgated under the Securities Act, to the extent such footnote is not required by the SEC. (b) If the Company has designated any of its consolidated Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (showing in reasonable detaila) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (bc) 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 shall 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. The Supplier shall provide UNFPA with reports upon request on the volume of orders, and sales per country and information in tracking the progress of each order showing production status, expected delivery (aFOB) Whether date, pre-shipment inspection date, ETD, ETA, ATD and ATA. STOCKS [DELETE IF NOT RELEVANT] The Supplier shall maintain a stock or make other arrangements at its own risk and cost in order to ensure timely delivery. The Supplier shall ensure that products manufactured for specific Purchase Orders are from a continuous manufacturing batch. The Supplier is not to break up orders unless expressly confirmed by UNFPA. Each Purchase Order shall contain individual order instructions. For Stockholding, if applicable, the Supplier shall provide monthly stock reports certifying clear title of UNFPA to the Goods. For Emergency Stockholding or Global Contraceptive Commodity Programme (GCCP), if applicable, the Supplier shall ensure that goods are delivered to freight forwarder within two days of order placement. INSPECTION AND TESTING [DELETE IF NOT RELEVANT] UNFPA may request for a full QA inspection of product samples under this Agreement at the Supplier’s site at any point in time during the course of the Agreement, including any extension period. The Suppliers shall grant UNFPA, or its authorized inspection agent, access to their facilities at all reasonable times to inspect the product samples, warehouses, processes for its internal quality control, quality assurance and packing of the Goods. The Supplier is expected to make available all the product samples, calibrated testing equipment/apparatus accompanied by calibration certificates and the loading materials required by the rules Inspector. The Supplier shall provide reasonable assistance to the Inspector for such appraisal, including assistance in installation and regulations setting up of the SEC, so long as product samples for inspection. UNFPA reserves the right to cancel any Notes are outstanding, items under this Agreement which do not pass the Company shall furnish full QA inspection. The Supplier has the responsibility to take into account the additional quantity of the Goods required by sampling and testing in order to ensure that the quantity of the Goods shipped is in accordance to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis quantity 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 Goods stated in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestPurchase Order. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the Commission’s rules and regulations of the SECregulations, so long as any Notes are outstanding, the Company shall Issuers will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the Commission’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q and 10-K if the Company Issuers were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reports; and (2) all current reports that describes would be required to be filed with the financial condition and results of operations Commission on Form 8-K if the Issuers were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the Company rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuers’ consolidated financial statements by the Issuers’ certified independent accountants. In addition, the Issuers will file a copy of each of the reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports, or links to such reports, on Suburban Propane’s website within those time periods. If, at any time, either or both of the Issuers are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuers will nevertheless continue filing the reports specified in the preceding paragraph with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuers agree that they will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuers’ filings for any reason, the Issuers will post the reports referred to in the preceding paragraph on Suburban Propane’s website within the time periods that would apply if the Issuers were required to file those reports with the Commission. (b) If Suburban Propane has designated any of its consolidated Subsidiaries (showing in reasonable detailas Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 10.03(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto 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 Suburban Propane and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestSuburban Propane. (bc) For so long as any Notes remain outstanding, at any time Suburban Propane is not required to file the Company and reports required by this Section 10.03 with the Guarantors shall Commission, 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) 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations (itogether with extensions granted by the SEC) all for a filer that is a “non-accelerated” filer plus five Business Days: (1) substantially the same 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; and (2) substantially the same 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. Notwithstanding the foregoing, including the requirement to furnish (or cause the Trustee to furnish) current, quarterly and annual reports to Holders of Notes will be deemed satisfied prior to the commencement of the Exchange Offer contemplated by the Registration Rights Agreement or the effectiveness of a Shelf Registration Statement if the information that would have been contained in such reports is included in the registration statement relating to the Exchange Offer and/or the Shelf Registration Statement or other registration statement, or any amendments thereto, and filed with the SEC within the time periods contemplated above. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. In addition, following the consummation of the Exchange Offer, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports for a person that is a “non-accelerated filer” (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. 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(a) 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 paragraphs of this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC for a person that is a “non-accelerated filer.” (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the paragraphs contained in subsection (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,” 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. (c) and, with respect to In the annual information only, a report thereon by the Company’s certified independent accountants and event that (ii1) 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 SECSEC permit the Company and any direct or indirect parent entity of the Company to report at such entity’s level on a consolidated basis, (2) such direct or indirect parent entity is not engaged in any business other than the Permitted Business of the Company and (3) such direct or indirect parent entity’s consolidated capitalization (including cash and cash equivalents) does not differ materially from that of the Company’s and its Subsidiaries’ on a consolidated basis, the Company shall file information and reports required by this covenant may be those of such parent entity on a copy of all consolidated basis; provided that such information and reports with distinguish in all material respects between the SEC for public availability within the time periods specified in the SEC’s rules Company and regulations (unless the SEC will not accept its Subsidiaries and such a filing) direct or indirect parent entity and make such information available to securities analysts and prospective investors upon requestits other subsidiaries, if any. (bd) For so long as any Notes remain outstanding, if at any time the Company is not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Guarantors shall Company 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. (ce) Should the Company deliver to the Trustee Delivery of any such information, reports or certificates or any annual reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required As of and following the Effective Time, the Administrator shall provide data and prepare any reports reasonably requested by the rules and regulations of the SEC, so long as any Notes are outstanding, the Ceding Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in a filing connection with the SEC on Forms 10-Q Administered Business to enable the Ceding Company to comply with any and 10-K if the Company were required to file such Formsall applicable Laws, including a “Management’s Discussion all statutory insurance reporting, tax reporting and Analysis of Financial Condition SAP and Results of Operations” that describes the GAAP financial condition reporting requirements and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detailany current or future informational reporting, either on the face of the financial statements prior approval 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) andother requirements imposed by any Governmental Entity; provided that, with respect to GAAP reporting, the annual information only, a report thereon 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 47182505.8 16 1006845735v24 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 certified independent accountants 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 Ceding Company related to the General Account Reserves, Separate Account Statutory Reserves and 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) all current reports that would be required 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 be filed with the SEC on Form 8-K if results, including a description of the Company were required to file such reportsmethod 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 caseyear, within the time periods specified 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 SEC’s rules and regulationsreserve basis or reserve methodology used in calculating the General Account Reserves and/or the Separate Account Statutory Reserves. 47182505.8 17 1006845735v24 (v) For so long as Holdings this Agreement remains in effect, upon reasonable notice, the Administrator shall from time to time use its reasonable best efforts to furnish to the Ceding Company such other reports and information related to the Administered Business as the Ceding Company may reasonably request for regulatory, tax or another direct or indirect parent company other reasonable business purposes; provided, that (i) the Ceding Company shall reimburse the Administrator for the reasonable costs and expenses incurred by the Administrator in the preparation of such reports, and (ii) the Company is a guarantor of the Notes, this Indenture will permit the Company Administrator shall not be required to satisfy its obligations under the first sentence of provide any proprietary information pursuant to 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request6.1(a)(v). (b) For so long as any Notes remain outstandingOn a quarterly basis, (i) the Ceding Company shall prepare and the Guarantors shall furnish provide 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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice Administrator a report containing a summary of any information contained therein examinations or determinable from information contained therein, including the Company’s compliance Actions initiated by a Governmental Entity or other Person with any of its covenants hereunder (as respect to which the Trustee 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 the Administrator; and (ii) the Administrator shall prepare and provide to 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 the Administered Business with respect to which the Ceding Company is entitled controlling the defense thereof, in a form reasonably acceptable to rely exclusively on Officers’ Certificates)the Ceding Company.

Reports. (a) Whether or not required by the SEC’s rules and regulations of the SECregulations, so long as any Notes of a Series are outstanding, the Company shall furnish to Holders of such Series or cause the Trustee to furnish to the Holders of Notes of such Series, within the time periods (iincluding any extensions thereof) specified in the SEC’s rules and 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” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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, . All such reports shall be prepared in each case, within the time periods specified all material respects in the SEC’s rules and regulations. For so long as Holdings or another direct or indirect parent company accordance with all 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 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 independent registered public accounting firm. In addition, the Company shall file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made, the reports shall be deemed to be furnished to the Trustee and Holders of Notes. The Trustee shall not be responsible for determining whether such filings have been made. If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in this Section 4.03(a) and make with the SEC within the time periods specified above unless the SEC will not accept such information available a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to securities analysts and prospective investors upon requestaccept 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 this Section 4.03(a) on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) For so long as any Notes remain outstandingIn addition, the Company and the Guarantors agree that, for so long as any Notes of a Series remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they shall furnish to the Holders of such Series 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 Delivery of the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports described above to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificatesan Officer’s Certificate).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Affiliate shall furnish to the Holders (i) all quarterly and annual financial information that would maintain at its own expense a SMS which should be required to be contained in a filing fully integrated 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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestCAS. (b) For so long as any Notes remain outstandingWith respect to each month of the Term, or part thereof, the Company and the Guarantors Affiliate shall furnish mandatorily provide to the Holders Authorized Representative the duly complete and prospective investorsaccurate Subscriber Report with respect to each head-end of the DPO’s Permitted Digital Distribution Platform and each such Subscriber Report shall provide details that have been segregated Package wise, upon their requestChannel(s) wise, in such format as is set forth in Annexure E or in such format as may be provided by the Broadcaster through the Authorized Representative from time to time, within seven (7) days of the immediate succeeding month (“Subscriber Report Due Date”). Affiliate acknowledges and agrees that the Broadcaster, through the Authorized Representative, may seek such further / other information as may be reasonably required inter alia to be delivered pursuant monitor affiliate’s compliance with stipulations of this Agreement. Such information may relate to Rule 144A(d)(4) under the Securities Actfurnishing of additional city/area wise. (c) Should If any Subscriber has opted for more than one connection/STB from Affiliate, all such additional connections/STBs must feature in the Company deliver Subscriber Report. Each such Subscriber Reports shall provide details that have been segregated Package wise, Subscribed Channel wise, city/area wise and Affiliate’s shall be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. (d) In case the Affiliate has opted for any Remunerative Incentive Plan(s), then at the time of submission of the Subscriber Report, the Affiliate shall also provide a report to the Trustee Broadcaster, through the Authorized Representative, which evidences in detail the Affiliate’s full compliance with the applicable terms and conditions of the availed Remunerative Incentive Plan(s) (“Incentive Terms Compliance Report”). Each such reports shall also be signed and attested by an officer of Affiliate of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Subscriber Report is true and correct. (e) Within seven (7) days from the date of signing of the Agreement, Affiliate shall provide to the Broadcaster, through the Authorized Representative, the duly complete and accurate data pertaining to (i) monthly per subscriber a-▇▇-▇▇▇▇▇ rate (excluding taxes) of each of the Subscribed Channel offered by Affiliate; and (ii) composition of each bouquet offered by the Affiliate which comprises of any such informationof the Subscribed Channel(s), reports or certificates or any annual reports, information, documents and other reports, delivery along with the monthly per subscriber rate (excluding taxes) of such informationbouquets. In case the Affiliate intends to make any change in the information furnished by the Affiliate in term of this Clause, reports or certificates or any annual reports, information, documents and other reports then any/all such change(s) shall be communicated by the Affiliate in writing to the Trustee is Authorized Representative at least three (3) days before the Affiliate implementing such change. (f) Affiliate shall maintain throughout the Term and for informational purposes onlytwelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster through the Authorized Representative to verify and ascertain (i) veracity of the Subscriber Reports supplied by Affiliate pursuant to this Clause, 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(ii) Affiliate’s compliance with any of its covenants hereunder (anti- piracy obligations as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)set out in this Agreement.

Reports. (a) Whether or not required by the rules and regulations of the SECCommission, so long as any Notes are outstanding, the Company shall Parent will furnish to the Holders Trustee, within the time periods specified in the Commission’s rules and regulations (including any extensions provided therein) for a filer that is a “non-accelerated filer” (or any successor term that provides an entity with the greatest time period for filing periodic reports with the Commission plus five Business Days): (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC Commission on Forms 10-Q K and 10-K Q (or any successor or comparable forms) if the Company Parent 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) reports; and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K (or any successor or comparable form) if the Company Parent were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Parent’s consolidated financial statements by Parent’s certified independent accountants. Notwithstanding the above reporting requirements, Parent shall not be required to disclose to the Trustee (or the Holders of the Notes) any materials for which it has sought and has received (or reasonably expects to receive) confidential treatment from the Commission. All reports filed with the Commission via ▇▇▇▇▇ (or any successor system) shall be deemed to have been furnished to the Trustee in each caseaccordance with this Section 4.06. Parent will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept Parent’s filings for any reason, Parent will post the reports required by this Section 4.06(a) on its website 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestdescribed above. (b) For so long as any Notes remain outstanding, if at any time they are not required to file with the Company Commission the reports required by Section 4.06(a), Parent, the Issuer and the Guarantors shall 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) Should the Company deliver Notwithstanding anything herein to the Trustee contrary, Parent will not be deemed to have failed to comply with this Section 4.06 for the purposes of Section 7.01(a)(iv) until 60 days after the proper notice under Section 7.01(a)(iv) has been provided. (d) For the avoidance of doubt, any such information, reports Default or certificates or Event of Default resulting from a failure to provide any annual reports, information, documents and other reports, delivery report required by this Section 4.06 shall be cured upon the provision of such information, reports or certificates or any annual reports, information, documents and other reports report prior to the Trustee is for informational purposes only, and acceleration of 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 Notes pursuant to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Section 7.02.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, PBFX shall furnish (whether through hard copy or Internet access) to the Company shall Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations applicable to non-accelerated filers: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company PBFX were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries ”; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company PBFX were required to file such reports, . All such reports will be prepared in each case, within all material respects in accordance with all of the time periods specified in the SEC’s rules and regulationsregulations applicable to such reports. For so long as Holdings or another direct or indirect parent company of the Company is Each annual report on Form 10-K will include 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) report on PBFX’s consolidated financial statements 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 handPBFX’s independent registered public accounting firm. In addition, whether or not required by the rules and regulations of the SEC, the Company shall PBFX will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make will post the reports on its website within those time periods. If, at any time PBFX is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, PBFX will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing; provided that, for so long as PBFX 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. If the SEC will not accept PBFX’s filings for any reason, PBFX will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if PBFX were required to file those reports with the SEC. If PBFX has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries individually or collectively would be Significant Subsidiaries, then, to the extent material, the quarterly and annual financial information available to securities analysts required by the preceding paragraph 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 prospective investors upon requestAnalysis of Financial Condition and Results of Operations, of the financial condition and results of operations of PBFX and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of PBFX. (b) 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 Section 4.03(a), the Issuers and the Subsidiary Guarantors shall will furnish to the Holders of Notes and to securities analysts and prospective investorsinvestors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . PBFX will be deemed to have furnished such reports required in clauses (ca) Should the Company deliver and (b) above to the Trustee any and the Holders of the Notes if it has filed such information, reports or certificates with the SEC using the ▇▇▇▇▇ filing system (or any annual successor thereto) and such reports are publicly available. The Trustee shall have no obligation to determine if and when PBFX’s financial statements or reports are publicly available and accessible electronically. Delivery of these reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyPBFX’s compliance with any of its covenants hereunder in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. The Company shall close the books of account after the close of each quarter in each Fiscal Year. The Company shall prepare and distribute to each Member a quarterly statement of such Member's distributive share of income and expense for income tax reporting purposes, as well as a report on sales, income, expenses and other reports in sufficient detail to permit each of Paramount and BioValve to report its respective share of income, expense and such other GAAP items as each of Paramount and BioValve may reasonably request. Such information shall be made available to each Member no later than 30 days after the end of each quarter and no later than March 15 of each Fiscal Year in respect of such Fiscal Year. After the end of each Fiscal Year, the Company shall send to each Member a report indicating such information with respect to the Member as is necessary for purposes of reporting such amounts for federal, state and local income tax purposes. The Company shall furnish to Paramount, in a timely manner, all necessary information (aincluding financial statements) Whether regarding the Company's business, operations, financial condition, results of operations, assets, liabilities and prospects in order for Paramount to comply with its reporting and filing obligations under the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any other applicable federal and state securities Laws, rules and regulations and the rules, regulations and listing requirements of any securities exchange or automated quotation system on which securities of Paramount are listed, traded or quoted. The Company acknowledges that, following the Closing, Paramount does not required intend to employ any individual separate and apart from the employees of the Company and that if requested by Paramount (i) Paramount's principal office will be located at the principal office of the Company and (ii) the Company will provide Paramount with all services reasonably necessary for Paramount to comply with its obligations under the Securities Act, the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any other applicable federal or state securities Law, and in each case the rules and regulations promulgated thereunder and the rules, regulations and listing requirements of the SECany securities exchange or automated quotation system on which securities of Paramount are listed, so long as traded or quoted and any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required to be contained in other customary obligations of a filing with the SEC on Forms 10publicly-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 thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reportstraded company, in each case, within the time periods specified in the SEC’s rules and regulations. For so long as Holdings case without any compensation 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 payment being paid 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestCompany. (b) 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. (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports. (a) Whether or not required So long as this Loan Agreement remains outstanding, CER shall have its annual consolidated financial statements audited and its interim consolidated financial statements reviewed by a firm of independent registered accountants in accordance with Statement on Auditing Standards 101 issued by the rules and regulations American Institute of the SECCertified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are this Loan Agreement is outstanding, the Company CER and CER Hong Kong shall furnish to the Holders holder of this Loan Agreement all annual and quarterly reports of CER on Forms 10-K and 10-Q, respectively, and all current reports on Form 8-K, in each case filed by it with the Securities and Exchange Commission (i“SEC”). If CER shall not be subject to the reporting requirements of Section 13 or 15(d) all quarterly and annual of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it shall nevertheless furnish the holder of this Loan Agreement with (a) the 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 Formsannual or quarterly report, 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 thereon by the Company’s certified independent accountants and (iib) all current reports information that would be required to be filed contained in filings with the SEC on Form 8-K if K. All such annual reports shall be furnished within 190 days after 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 end of the Company is a guarantor fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the Notes, this Indenture will permit the Company fiscal quarter 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 handwhich they relate. In addition, whether or not required by the rules and regulations of the SEC, the Company All such current reports shall file a copy of all such information and reports with the SEC for public availability be furnished within the time periods specified in the SEC’s rules and regulations (unless for reporting companies under the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestExchange Act. (b) For so long At CER’s or CER Hong Kong’s option, CER or CER Hong Kong shall either (i) distribute such information and such reports (as any Notes remain outstanding, well as the Company and details regarding the Guarantors shall furnish conference call described below) electronically to the Holders holder of this Loan Agreement, and/or (ii) make available such information to such holder by posting such information on the Internet (which may be its own or CER’s site, IntraLinks or any comparable password protected online data system which will require a confidentiality acknowledgement or otherwise, 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 CER and CER Hong Kong shall provide such password thereto to the Trustee any holder of this Loan Agreement and make such informationinformation readily available to such holder, reports or certificates or any annual reports, information, documents and other reports, delivery of who agrees to treat such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesconfidential).

Reports. (a) Whether or not required by the rules and regulations of the SEC, so So long as any of the Notes are outstandingremain unpaid, the Company Borrower shall furnish provide to the Holders Facility Agent (i) all (x) within 60 days after the end of each of the first three quarterly periods in each fiscal year of the Borrower, either (1) a consolidated balance sheet of the Borrower and annual financial information that would be required to be contained in a filing its consolidated subsidiaries prepared by it as of the close of such period, together with the SEC related consolidated statements of income for such period, or (2) a report of the Borrower on Forms Form 10-Q in respect of such period in the form filed with the Securities and Exchange Commission; and (y) within 120 days after the close of each fiscal year of the Borrower, either (1) a consolidated balance sheet of the Borrower and its consolidated subsidiaries as of the close of such fiscal year, together with the related consolidated statements of income for such fiscal year, as certified by independent public accountants, or (2) a report of the Borrower on Form 10-K if the Company were required to file in respect of 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 year in the footnotes thereto form filed with the Securities and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants Exchange Commission; and (ii) all current reports that would be such other non-confidential information readily available to the Borrower without undue expense as the Facility Agent shall reasonably request. The items required to be filed with furnished pursuant to clause (i) above shall be deemed to have been furnished on the SEC date on Form 8-K if which such item is posted on the Company were required to file Securities and Exchange Commission’s website at ▇▇▇.▇▇▇.▇▇▇, and 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 posting shall be deemed to satisfy its obligations under the first sentence requirements of this Section 4.03(a) by furnishing financial information relating to Holdingsclause (i); provided that the same is accompanied by consolidating information that explains Borrower shall deliver a paper copy of any item referred to in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating clause (i) above 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestFacility Agent if it so requests. (b) For so long as The Borrower shall promptly on the request of any Notes remain outstanding, Lender supply to such Lender any documentation or other evidence regarding the Company Borrower that is reasonably required by such Lender (whether for itself or on behalf of any prospective new Lender) to enable such Lender or prospective new Lender to carry out and be satisfied with the Guarantors results of all applicable identification checks that a Lender is obliged to carry out in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer (“Applicable KYC Checks”); provided that a transferor Lender shall furnish first provide any prospective new Lender with any such documentation previously furnished to it by the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActBorrower. (c) Should If the Company deliver Borrower is able to provide such information and documents without violating any Requirement of Law or confidentiality obligations binding on it, the Borrower will as soon as practicable on the reasonable request of any Lender submit to such Lender such information and documents as such Lender may reasonably request in order to comply with its obligations to prevent money laundering and to conduct ongoing monitoring of the business relationship with the Borrower; provided that such information and documents are readily available 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, documents and other reports to the Trustee is for informational purposes onlyBorrower. (d) The Borrower will not, and will ensure that the Trustee’s receipt directors, employees and/or the agents of such shall not constitute constructive notice the Borrower will not, offer, give, insist on, receive or solicit any illegal payment or illegal advantage to influence the action of any information contained therein or determinable from information contained therein, including person with respect to any transaction contemplated by the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Basic Agreements.

Reports. (a) Whether or not required by the rules Zorin has heretofore delivered to Hawker true and regulations complete copies of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders (i) all quarterly Zorin’s Information Circular relating to its 2003 annual meeting of shareholders, Zorin’s 2002 Annual Report to shareholders and annual financial information that would be required to be contained in a filing with interim report for the SEC on Forms 10-Q and 10-K if the Company were required to file such Formsperiod ending September 30, 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 thereon by the Company’s certified independent accountants 2003 and (ii) the consolidated audited financial statements of Zorin as at and for the year ended December 31, 2002. As of their respective dates, such forms, statements, prospectuses and other offering documents (including all current reports that would be exhibits and schedules thereto and documents incorporated by reference therein) did not contain any untrue statement of a material fact or omit to state a material fact required to be filed with stated therein or necessary to make the SEC on Form 8-K if the Company were required to file such reportsstatements therein, in each caselight of the circumstance under which they were made, within not misleading and complied in all material respects with all applicable requirements of law. The audited financial statements and unaudited interim financial statements of Zorin and its consolidated subsidiaries publicly issued by Zorin, previously delivered to Hawker, or included or incorporated by reference in such forms, statements, prospectuses and other offering documents were prepared in accordance with Canadian GAAP (except (i) as otherwise indicated in such financial statements and the time periods specified notes thereto or, in the SECcase of audited statements, in the related report of Zorin’s rules independent accountants or (ii) in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), and regulations. For so long fairly present the consolidated financial position, results of operations and changes in financial position of Zorin and its consolidated subsidiaries as Holdings or another direct or indirect parent company of the Company is a guarantor of dates thereof and for the Notesperiods indicated therein (subject, 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available case of any unaudited interim financial statements, to securities analysts and prospective investors upon requestnormal year-end audit adjustments). (b) For so long Zorin will deliver to Hawker as soon as they become available true and complete copies of any Notes remain outstanding, the Company and the Guarantors shall furnish report or statement filed by it with Securities Authorities subsequent to the Holders date hereof. As of their respective dates, such reports and prospective investorsstatements (excluding any information therein provided by Hawker, upon their request, the information as to which Zorin makes no representation) will not contain any untrue statement of material fact or omit to state a material fact required to be delivered pursuant stated therein or necessary to Rule 144A(d)(4) make the statements therein, in light of the circumstances under the Securities Act. which they are made, not misleading and will comply in all material respects with all applicable requirements of law. The consolidated financial statements of Zorin issued by Zorin or to be included in such reports and statements (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, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of excluding any information contained therein or determinable from information contained thereinprovided by Hawker, including the Company’s compliance with any of its covenants hereunder (as to which Zorin makes no representation) will be prepared in accordance with Canadian GAAP (except (i) as otherwise indicated in such financial statements and the Trustee is entitled notes thereto or, in the case of audited statements, in the related report of Zorin’s independent accountants or (ii) in the case of unaudited interim financial statements, to rely exclusively on Officers’ Certificatesthe extent they may not include footnotes or may be condensed or summary statements) and will present fairly the consolidated financial position, results of operations and changes in financial position of Zorin as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments).

Reports. In addition to each Settlement Date Report, PRC Report (aas described in Section 9.4) Whether or not and other reports required herein to be provided by the rules and regulations of the SEC, so long as any Notes are outstandingCompany, the Company shall furnish provide to the Holders Reinsurer: (ia) within 15 days after the end of each calendar month to which this Agreement applies, a bordereau of treaties authorized and/or bound within the P1 Portfolio (on a cumulative to date basis). The Company shall make a good faith effort to identify all quarterly such treaties for which a loss event has occurred as of the date such bordereau is sent to the Reinsurer. Unless the Reinsurer notifies the Company of an objection within 30 days of the Reinsurer's receipt of such bordereau, such bordereau shall be conclusive as to whether or not a contract is included in the P1 Portfolio and annual financial information that would be required the allocation of such contract to be contained a Subportfolio Block, notwithstanding any errors in a filing with the SEC on Forms 10-Q and 10-K modeling, assumptions or reporting; the Reinsurer, however, reserves its right to seek redress for wrongful inclusion, exclusion or allocation of treaties 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, has acted with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 gross negligence or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.good faith; (b) For so long as any Notes remain outstandingwithin 45 days after the end of each calendar quarter to which this Agreement applies, the Company and Company's estimate of the Guarantors shall furnish Attachment Period Portfolio Gain Amount or Attachment Period Portfolio Loss Amount with respect to each Attachment Period Portfolio for the period up 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.date of such estimate; (c) Should on or prior to the May 31 after the end of each calendar year to which this Agreement applies, the audited financial statements of the Company deliver for such calendar year, prepared by the Company in accordance with applicable United States statutory accounting principles (with respect to PRC) and Bermuda statutory accounting principles (with respect to PXRE Reinsurance Ltd.) and reviewed by the Company's regularly engaged independent certified public accountant; (d) on or prior to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery April 15 after the end of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as each calendar year to which this Agreement applies, a copy of the Trustee is entitled Annual Report on Form 10-K filed by PXT with the United States Securities and Exchange Commission; and (e) within 60 days after the end of each calendar year to rely exclusively on Officers’ Certificates)which this Agreement applies, the information necessary for the Reinsurer to comply with Section 7(i) of the Subscription Agreement.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K 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 reports; and (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii2) 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, . All such reports will be prepared in each case, within all material respects in accordance with all of the time periods specified in the SEC’s rules and regulationsregulations applicable to such reports. For so long as Holdings or another direct or indirect parent company of the Company is Each annual report on Form 10-K will include 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, report on the one hand, and Company’s consolidated financial statements by the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other handCompany’s certified independent accountants. In addition, whether or not required by the rules and regulations of the SEC, the Company shall will file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make will post the reports on its website within those time periods. 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 in the SEC’s rules and regulations unless the SEC will not accept such information available a filing. The Company will not take any action for the purpose of causing the SEC not to securities analysts and prospective investors upon requestaccept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC. (b) To the extent required by the SEC, 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 the Guarantors 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 the Company and the Guarantors shall 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) Should the Company deliver to the Trustee any Delivery of such information, reports or certificates or any annual reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

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 Parent shall furnish to the Holders Trustee, within 15 days of the time periods specified in the SEC’s rules and regulations (i) giving effect to any grace period provided by Rule 12b-25 or any successor rule under the Exchange Act), all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K (or any successor form) if the Company Parent were required to file such Formsreports (excluding any such information, 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 documents or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) 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 caseor portions thereof, within the time periods specified in the SEC’s rules and regulationssubject to confidential treatment). For so long as Holdings or another direct or indirect parent company of the Company is a guarantor of the Notes, this This Indenture will permit the Company Parent to satisfy its obligations under the first sentence of in this Section 4.03(a) covenant by furnishing financial information relating annual and quarterly reports prepared by a parent entity, so long as (i), to Holdings; provided that the same is accompanied by consolidating information that explains extent there are, in the Parent’s reasonable detail the judgment, material differences between the information relating to Holdingsthat parent entity, on the one hand, and the information relating to the Company Parent and its the Restricted Subsidiaries on a stand-alone basisSubsidiaries, on the other hand, such differences and financial discrepancies are reasonably detailed in such report or (ii) the Parent causes such parent entity to become a Guarantor in accordance with this Indenture (and in such instance any reference to Guarantor shall be deemed to include such entity). In additionThe Parent will not be required to provide the trustee with any such information, whether documents or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports that are filed with the SEC for public availability within and the time periods specified in trustee shall have no responsibility whatsoever to determine if such reports and information have been filed with the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) Notwithstanding anything herein to the contrary, in the event that the Parent fails to comply with its obligation to file or provide such information, documents and reports as required hereunder, the Parent will be deemed to have cured such Default for purposes of Section 6.01(3) hereof upon the provision of all such information, documents and reports required hereunder prior to the expiration of 60 days after written notice to the Parent of such failure from the Trustee or the Holders of at least 25% of the principal amount of the Notes. (c) For so long as any Restricted Notes remain outstandingare outstanding the Parent agrees that, the Company and the Guarantors shall furnish in order to the Holders and prospective investors, upon their request, the information required to be delivered render such Restricted Notes eligible for resale pursuant to Rule 144A(d)(4) 144A under the Securities Act, it will make available, upon request, to any Holder of Restricted Notes or prospective purchasers of Restricted Notes the information specified in Rule 144A(d)(4), unless the Parent furnishes such information to the SEC pursuant to Section 13 or 15(d) of the Exchange Act. (cd) Should the Company deliver to the Trustee any Delivery of such information, reports or certificates or any annual reports, information, information and documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, only and the Trustee’s receipt of such shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the CompanyParent’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on Officers’ Officer’s Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.

Reports. (a) Whether or not required Each Fiscal Year, any Member may elect by written notice delivered to the rules and regulations of the SEC, so long as any Notes are outstanding, Manager to cause the Company shall furnish to the Holders (i) all quarterly and annual financial information that would be required engage accountants, at such Member’s expense, 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 conduct an audit of the Company) and’s financial statements for such Fiscal Year. If J▇▇▇▇▇▇▇ elects to cause such an audit in any Fiscal Year, the Manager shall cause the Company to retain G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm as selected by J▇▇▇▇▇▇▇ to perform all audit functions for such Fiscal Year, and if Investor elects to cause such an audit in any Fiscal Year, the Manager shall cause the Company to retain Deloitte & Touche LLP or such other accounting firm as selected by Investor to perform all audit functions for such Fiscal Year; provided that, in the event that both Members elect to cause an audit with respect to the annual information onlysame Fiscal Year, a report thereon by then, notwithstanding the foregoing, (i) the expense of such audit shall be at the expense of the Company’s certified independent accountants , and (ii) all current reports that would be required to be filed with the SEC on Form 8-K 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 Manager shall cause 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 retain Deloitte & Touche LLP or such other hand. In addition, whether or not required accounting firm as mutually agreed upon by the rules and regulations of the SECMembers to perform all audit functions for such Fiscal Year. If any such election is made, the Company Manager shall file a copy of all such information assist and reports cooperate with the SEC for public availability within applicable accountants in order that they are able, not later than sixty (60) days after the time periods specified end of such Fiscal Year, to prepare and send to each Member an audited statement of operations, balance sheet (including fair market valuations), statement of cash flows and statement of changes in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestMembers’ equity. (b) For The Manager shall cause the Company to prepare and send to each Member those annual, quarterly and monthly materials and reports set forth on Exhibit E within the time frames set forth on Exhibit E. The Manager shall also provide the requested electronic downloads in the format described in Exhibit F to the extent available. The Manager shall cause the Company to promptly provide any additional information that any Member may reasonably request so long as any Notes remain outstandingthat it may fully understand the financial performance of the Company, the Company Subsidiaries, the Approved Loans 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 ActProperties. (c) Should The Manager shall report to Investor, with each quarterly report provided pursuant to Section 10.3(b), both the outstanding principal amount and any accrued but unpaid interest with respect to any indebtedness of the Company deliver to the Trustee any such information, reports or certificates or any annual reportsSubsidiary (by creditor), informationall calculated as of the last day of the previous calendar quarter. (d) The Manager shall report to Investor, documents with each quarterly report provided pursuant to Section 10.3(b), both the outstanding principal amount and other reportsany accrued but unpaid interest with respect to each Approved Loan, all calculated as of the last day of the previous calendar quarter. (e) The Manager shall comply with the reasonable procedures established by Investor from time to time to facilitate the automatic and electronic transmission of data to Investor. The Manager shall use commercially reasonable efforts to facilitate the electronic delivery of such information, data and make such modifications as may be necessary to support electronic data transmission to Investor. (f) The Manager shall promptly deliver to each Member any reports or certificates and information that the Manager has delivered to any lender or any annual reportsother Person under any Mortgage Loan or any other Financing Documents. (g) Promptly upon receipt, information, documents and other the Manager shall deliver to Investor all reports delivered by the property manager or servicer pursuant to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice terms of any information contained therein property management or determinable from information contained therein, including loan servicing agreements with the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Company or a Subsidiary.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, commencing with the Company shall fiscal quarter ending June 30, 2010, the Parent will furnish to the Holders holders of Notes and the Trustee within the time periods specified in the SEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company Parent (as a non-accelerated filer) were required to file such Formsreports; and (2) all current reports that would be required to be filed with or furnished to the SEC on Form 8-K if the Parent were required to file or furnish such reports; provided, including however, that no such current report will be required to be furnished if the Parent determines in its good faith judgment that such event is not material to holders of Notes or the business, assets, operations or financial condition of the Parent and its Restricted Subsidiaries, taken as a whole. The availability of the foregoing materials on the SEC’s ▇▇▇▇▇ service (or any successor thereto) shall be deemed to satisfy the Parent’s delivery obligation. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Parent’s consolidated financial statements by the Parent’s certified independent accountants. In addition, following the consummation of the Exchange Offer, the Parent will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such filing). If, at any time after consummation of the Exchange Offer, 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 covenant with the SEC within the time periods specified above unless the SEC will not accept such filings. The Parent 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 Parent’s filings for any reason, the Parent will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Parent (as a non-accelerated filer) were required to file those reports with the SEC. If the Parent 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,” that describes of 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 Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) andParent. The Parent will, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the 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 shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (b) For so long as any Notes remain outstanding, use its commercially reasonable efforts to hold and participate in quarterly conference calls with the Company Holders, beneficial owners of the Notes and the Guarantors shall securities analysts to discuss such financial information no later than ten business days after distribution of such financial information. The Parent will also, for so long as any Notes remain outstanding, furnish or cause to be furnished to the Holders Holders, beneficial owners of the Notes, securities analysts and prospective investors, investors upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (c) Should the Company deliver . Notwithstanding anything herein to the Trustee contrary, the Parent shall not be deemed to have failed to comply, observe or perform its obligations hereunder for purposes of clause (d) of Section 7.01 until 30 days after the date any such information, reports report or certificates other document hereunder is required to be filed or any annual reports, information, documents and other reports, delivery of transmitted so long as the Parent is using its reasonable efforts to make such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)filing.

Reports. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company Issuers shall furnish to the Holders of Notes or cause the Trustee to furnish to Holders of Notes, within the time periods specified in the SEC's rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such FormsK, including a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) " and, with respect to the annual information report only, a report thereon on the annual financial statements by ▇▇▇▇ Las Vegas' and the Company’s Restricted Subsidiaries' certified independent accountants and accountants; and (ii2) 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, . All such reports shall be prepared in each case, within all material respects in accordance with all of the time periods specified in the SEC’s rules and regulationsregulations applicable to such reports. For so long as Holdings or another direct or indirect parent company of the Company is Each annual report on Form 10-K shall include 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, report on the one hand, and the information relating to the Company ▇▇▇▇ Las Vegas' and its Restricted Subsidiaries on a stand-alone basis, on the other handconsolidated financial statements by ▇▇▇▇ Las Vegas' certified independent accountants. In addition, whether or not required following the consummation of the Exchange Offer contemplated by the rules and regulations of the SECRegistration Rights Agreement, the Company ▇▇▇▇ Las Vegas shall file a copy of all such information each of the reports referred to in clauses (1) and reports (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestshall post the reports on its website within those time periods. (b) For If, at any time after consummation of the Exchange Offer contemplated by the Registration Rights Agreement, ▇▇▇▇ Las Vegas is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, ▇▇▇▇ Las Vegas shall nevertheless continue filing the reports specified in Section 4.03(a) above with the SEC within the time periods specified above unless the SEC will not accept such a filing. ▇▇▇▇ Las Vegas 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 ▇▇▇▇ Las Vegas' filings for any reason, ▇▇▇▇ Las Vegas shall post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if ▇▇▇▇ Las Vegas were required to file those reports with the SEC. (c) In addition, the Issuers 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 Company and SEC the Guarantors reports required by Section 4.03(a) above, they shall furnish to the Holders 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. (cd) Should the Company deliver Delivery of reports, information and documents 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, documents and other reports to the Trustee under this Section 4.03 is for informational purposes only, only and the Trustee’s 's receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).