Common use of SEC Reports Clause in Contracts

SEC Reports. Whether the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Since January 31, 2002, except for the filing of (a) a Quarterly Report on Form 10-Q for the fiscal quarter ended May 1, 2004 (the "May 2004 10-Q"), (b) a Quarterly Report on Form 10-Q for the fiscal quarter ended August 28, 2004 (the "August 2004 10-Q"), and (c) to the extent not filed, any other periodic reports (other than a Current Report on Form 8-K) required to be filed by the Company is subject with the SEC pursuant to the Exchange Act between the date of this Agreement and the Standby Closing Date (the "Omitted Filings"), the Company has filed in a timely manner all reports, schedules, forms, statements, and other documents required to be filed by the Company with the SEC pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, including without limitation, all current reports on Form 8-K (all of the foregoing filed prior to the date of this Agreement and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein being the "SEC Documents"). Each of the SEC Documents, as of the respective dates on which they were filed (or, if amended or superseded by a filing prior to the Standby Closing Date, on the date of such filing), did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each SEC Document, as it may have been subsequently amended by filings made by the Company shall file with the SEC (subject prior to the next sentence) and furnish to date of this Agreement, complied in all material respects with the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) requirements of the Exchange Act and applicable to a U.S. Person subject to such SectionsSEC Document. There is no material fact or circumstance, such reports including financial and statistical data, required to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject disclosed pursuant to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior disclosed in writing to such curethe several Purchasers.

SEC Reports. Whether Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall will file or furnish with the SEC (subject to the next sentence) SEC, and furnish make available to the Trustee and Securityholders with such the registered Holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at within the times time periods specified for therein or in the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all relevant forms. In the information, audit reports and exhibits required for such reports. If at any time, event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingspecified therein. 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 shall not accept such filings for any reason, If the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of the Company’s its Subsidiaries are as Unrestricted Subsidiaries, then, unless or if the operations, assets, liabilities and cash flows consolidated financial statements include the accounts of the Unrestricted Subsidiaries arePhysician Groups, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on (a) in the face of footnotes to the financial statements or and (b) in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, 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 CompanySubsidiaries. The availability quarterly and annual financial information required by the preceding paragraph shall reflect the adjustments necessary to eliminate the accounts of any Unrestricted Subsidiary and any Physician Groups and Subsidiaries thereof (which may be in footnote form only) from such consolidated financial statements. For purposes of this Section 4.18, the foregoing materials on Company and the SEC website or the Company’s website shall Subsidiary Guarantors will be deemed to satisfy have furnished the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the TrusteeTrustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC via the XXXXX (or successor or similar) filing system and such reports are publicly available. Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Buyer has timely filed all forms, reports, schedules, statements and other documents required to be filed by Buyer with the Company is subject to SEC since January 1, 2021 (collectively, the reporting requirements of Section 13 or 15(d“Buyer SEC Reports”) of under the Securities Exchange Act, together with any amendments, restatements or supplements thereto. As of the Company shall file time it was filed with the SEC (subject or, if amended or superseded by a filing prior to the next sentence) date of this Agreement, then on the date of such filing), each of the Buyer SEC Reports complied in all material respects with the applicable requirements of the Securities Exchange Act, including the rules and furnish regulations promulgated thereunder, and none of the Buyer SEC Reports at the time they were filed, or if amended or superseded by a filing prior to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) date of this Agreement, on the date of the last such amendment or superseding filing prior to the date of this Agreement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The certifications and statements required by (A) Rule 13a-14 or 15d-14 promulgated under the Securities Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) relating to any Buyer SEC Reports (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable legal requirements, and no current or former executive officer of Buyer has failed to a U.S. Person subject make the Certifications required of him or her. Buyer has made available to the Company true and complete copies of all correspondence, other than transmittal correspondence, between the SEC, on the one hand, and Buyer, on the other, since January 1, 2021, including all SEC comment letters and responses to such Sectionscomment letters and responses to such comment letters by or on behalf of Buyer. As of the date of this Agreement, such reports to be so filed and provided at there are no outstanding or unresolved comments in comment letters received from the times specified for the filings of such reports SEC or Nasdaq with respect to a non-accelerated filer under such Sections 13 Buyer SEC Reports. To the Knowledge of Buyer, none of Buyer SEC Reports are the subject of ongoing SEC review and 15(d) and containing all there are no inquiries or investigations by the informationSEC or any internal investigations pending or threatened, audit reports and exhibits required for such reportsincluding with regards to any accounting practices of Buyer. If at any timeAs used in this Section 2.2(d), the Company term “file” shall be broadly construed to include any manner in which a document or information is not subject furnished, supplied or otherwise made available to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Parent has furnished or made available to the Company is subject to complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the reporting requirements fiscal year ended November 30, 2014, as filed with the SEC, which contained audited balance sheets of the Parent as of November 30, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; and (b) Quarterly Reports on Form 10-Q for the quarterly periods ended February 28, 2014 and May 31, 2015, and (c) all other reports filed by the Parent under Section 13 or 15(dsubsections (a) or (c) of Section 14 of the Exchange Act with the SEC (such reports are collectively referred to herein as the “Parent Reports”). The Parent Reports constitute all of the documents required to be filed or furnished by the Parent with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the Company shall file date of this Agreement. The Parent Reports complied in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) requirements of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe rules and regulations thereunder when filed. As of the date hereof, such reports to be so filed and provided at there are no outstanding or unresolved comments in comment letters received from the times specified for staff of the filings of such reports SEC with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all any of the information, audit reports and exhibits required for such reportsParent Reports. If at any timeAs of their respective dates, the Company is Parent Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not subject contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the periodic reporting requirements statements therein, in light of the Exchange Act for any reasoncircumstances under which they were made, not misleading. None of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was Parent Subsidiaries is required to file those or furnish any forms, reports or other documents with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Company’s Annual Reports on Form 10-KSB for the Company is subject fiscal years ended September 30, 2003, September 30, 2002 and September 30, 2001 and all other reports (including reports on Form 10-QSB and Form 8-K), registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2000 with the SEC (collectively, the Company’s “SEC Documents”), as of the date filed or to be filed and as amended prior to the reporting date hereof, (A) complied or will comply in all material respects as to form with the applicable requirements of Section 13 under the Securities Act or 15(d) of the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and (C) each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of the Company shall file and its Subsidiaries as of its date, and (D) each of the consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the Company and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved (subject, in the case of unaudited interim statements, to normal year-end adjustments). Each of the consolidated financial statements of the Company and its Subsidiaries, including, in each case, the notes thereto, contained in the SEC Documents comply, and the financial statements to be filed with the SEC (subject to by the next sentence) Company after the date hereof will comply, with applicable accounting requirements and furnish to with the Trustee published rules and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) regulations of the Exchange Act SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and applicable to a U.S. Person subject to such Sections, such reports to be so filed legal and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reportsregulatory requirements. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any None of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files file any form, report or other document with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSEC.

SEC Reports. Whether the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActSince its incorporation, the Company shall file MGI has filed all required forms, reports and documents with the SEC (subject the "SEC Reports") required to be filed by it pursuant to the next sentence) Federal securities laws and furnish to the Trustee rules and Securityholders regulations thereunder, all of which have complied in all material respects with such annual and other reports all applicable requirements of the Securities Act of 1933, as are specified in Sections 13 and 15(d) of amended (the "Securities Act"), the Exchange Act and applicable the rules and regulations promulgated thereunder. Except as set forth in Schedule 3.06 hereof, as of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the SEC Reports of MGI, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Except as set forth in Schedule 3.06 hereof, the financial statements (including the related notes) included in the SEC Reports of MGI complied as to form in all material respects with the published rules and provided at regulations of the times specified for the filings of such reports Commission with respect to thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a non-accelerated filer under such Sections 13 consistent basis during the periods involved, except as otherwise noted therein or, in the case of the unaudited financial statements, as permitted by the applicable rules and 15(d) regulations of the Commission and containing fairly presented in all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting material respects in accordance with applicable requirements of the Exchange Act for any reasonGAAP (subject, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any case of the Company’s unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of MGI and its consolidated Subsidiaries are Unrestricted Subsidiaries, then, unless as of their respective dates and the operations, assets, liabilities consolidated results of operations and the consolidated cash flows of MGI and its consolidated Subsidiaries for the Unrestricted Subsidiaries areperiods presented therein. Except as and to the extent set forth or disclosed in the consolidated balance sheet of MGI as of September 30, in aggregate1997 (the "Last Balance Sheet") or as set forth on Schedule 3.06, immaterial(i) at September 30, the quarterly and annual financial information 1997, neither MGI nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of MGI or the preceding paragraph shall include notes thereto, and (ii) since September 30, 1997, MGI has not incurred any liabilities (absolute, accrued or contingent) which are required by GAAP, to be reflected on a reasonably detailed presentation, either on the face balance sheet of the financial statements MGI and which individually or in the footnotes theretoaggregate, and would have a MGI Material Adverse Effect, except liabilities incurred in “Management’s Discussion and Analysis the ordinary course 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curebusiness.

SEC Reports. Whether The Company has heretofore filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K"). None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed with the SEC under the rules and regulations of the SEC (the "SEC Filings") contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made, at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1996, the Company is subject to has timely filed with the reporting SEC all SEC Filings and all such SEC Filings complied in all material respects with all applicable requirements of Section 13 or 15(d) the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the rules thereunder. The audited financial statements of the Company shall file with included or incorporated by reference in the SEC (subject 1996 Annual Report to the next sentenceStockholders (the "1996 Annual Report") and furnish to the Trustee and Securityholders unaudited financial statements contained in the Quarterly Reports on Form 10-Q each have been prepared in accordance with such annual acts and rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other reports (except as are specified may be indicated therein or in Sections 13 the notes thereto and 15(dexcept that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles) and fairly present the financial condition of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided Company as at the times specified dates thereof and the results of its operations and statements of cash flows for the filings periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timefinancial statements, the Company is not subject to has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the periodic reporting requirements date of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified last such financial statements in the preceding sentence connection with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any conduct of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries business of the Company. The availability of the foregoing materials on the SEC website or Since December 31, 1996, except as set forth in the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the 's SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlyFilings, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have there has been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.no:

SEC Reports. Whether the The Company is subject has filed all reports, schedules, forms, statements and other documents required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company shall was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, and the Registration Statements on Form S-1 filed by the Company under the Securities Act being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Shares and the Warrant Shares for resale on Form S-1 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances under which they were made, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingmisleading. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not has never been an issuer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(i) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject to unless such filing is not permitted under the next sentence) and furnish to Exchange Act or by the Trustee and Securityholders with such SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports as are specified in Sections 13 and that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. If, at any time, any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to the rules and regulations of the SEC thereunder), the Company may, in lieu of making such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all filing or transmitting or making available the information, audit documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and exhibits so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. Notwithstanding the foregoing, the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports. If at any time, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not subject required to file such reports, documents and information separately under the periodic reporting requirements applicable rules and regulations of the Exchange Act for SEC (after giving effect to any reason, exemptive relief) because of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept filings by such a filingParent. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports also will comply with the SECother provisions of TIA § 314(a). At any time that any Subject to Article VII, delivery of the Company’s Subsidiaries are Unrestricted Subsidiariesreports, then, unless the operations, assets, liabilities information and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials documents to the Trustee under this Section 405 is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of such materials the foregoing shall not constitute notice or constructive notice to the Trustee of the contents thereofany 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). In additionSubject to Article VII, at any time when the Trustee is not obligated to confirm that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, has complied with its obligations contained in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files 405 to file such reports with the SEC or post such reports and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest information on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureits website.

SEC Reports. Whether the Company is subject to the reporting requirements of Section 13 or 15(d(a) of the Exchange ActExcept as disclosed in Schedule 6.9, the Company shall file AmerUs has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 1997 (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) "AmerUs SEC Documents"). As of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timetheir respective dates, the Company is not subject to AmerUs SEC Documents complied in all material respects with the periodic reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act for of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such AmerUs SEC Documents, and none of the AmerUs SEC Documents when filed contained any reasonuntrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Company shall nevertheless continue filing circumstances under which they were made, not misleading. Except to the reports specified extent that information contained in any AmerUs SEC Document has been revised or superseded by a later filed AmerUs SEC Document, none of the AmerUs SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of AmerUs included in the preceding sentence with the AmerUs SEC within the time periods required with respect Documents comply as to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose form, as of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports their respective dates of filing with the SEC. At any time that any , in all material respects with applicable accounting requirements and the published rules and regulations of the Company’s SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of AmerUs and its consolidated Subsidiaries are Unrestricted Subsidiaries, then, unless as of the operations, assets, liabilities dates thereof and the consolidated results of their operations and cash flows of for the Unrestricted Subsidiaries areperiods then ended (subject, in aggregatethe case of unaudited statements, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesnormal recurring year-end audit adjustments). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company is subject under the Exchange Act, including pursuant to the reporting requirements of Section 13 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act, the Company shall file with as applicable, and none of the SEC (subject Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Other than as disclosed to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports Purchasers with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any calculation of the Company’s Subsidiaries are Unrestricted Subsidiariesfully-diluted earnings per share, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Other than as disclosed to the Purchasers with respect to the calculation of the Company’s fully-diluted earnings per share, such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except to the extent that unaudited financial statements may not contain all footnotes theretorequired by GAAP, and such statements fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from consolidated subsidiaries as of and for the financial condition dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the Unrestricted Subsidiaries of the Companyunaudited statements, to normal, immaterial, year-end audit adjustments. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy independent registered public accounting firm is identified in the foregoing obligation to deliver reports to Holders and availability of Annual Report on Form 10-K for the foregoing materials on fiscal year ended September 30, 2012 (the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only“2012 Form 10-K”), and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (accounting firm is a registered public accounting firm as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of required by the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject; provided that the Company shall not in any event be required to file or cause to be filed with the SEC any of such information, documents and reports prior to the next sentence) commencement of the exchange offer or effectiveness of the shelf registration statement as provided for in the Registration Rights Agreement. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and furnish addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and Securityholders reports (without exhibits) so required to be filed (or, in lieu of any thereof, a registration statement filed with the SEC under the Securities Act or any amendment thereto, provided such annual and other reports registration statement or amendment contains the information that would have been included therein). Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as are specified in Sections 13 and 15(d) a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to the rules and regulations of the SEC thereunder), the Company may, in lieu of making such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all filing or transmitting or making available the information, audit documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and exhibits so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required for pursuant to the preceding provisions of this paragraph (such reports. If at any timeinitial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is not subject 90 days after such Reporting Date to the periodic reporting earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. Notwithstanding the foregoing, (x) the Company shall not be required to file or cause to be filed with the SEC or transmit or make available (or to make any filing with the SEC that would be required to include) separate financial statements of any Subsidiary solely as a result of the inclusion of any class of securities of any such Subsidiary in the Collateral and (y) prior to the commencement of the exchange offer or effectiveness of the shelf registration statement pursuant to the Registration Rights Agreement, (i) the Company will be deemed to have satisfied the requirements of the Exchange Act for any reasonsecond sentence of the first paragraph of this Section 405 by providing, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified therein, (A) with respect each fiscal year, the information required under Items 6, 7, 7A and 8 of Form 10-K (as in effect on the Issue Date), (B) with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose first three fiscal quarters of causing the SEC not to accept any such filings. If, notwithstanding the foregoingeach fiscal year, the SEC shall not accept such filings for information required under Items 1, 2 and 3 of Form 10-Q (as in effect on the Issue Date) and (C) with respect to the occurrence of an event required to be reported as a “current report” on Form 8-K, the information required under Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.06, 4.01, 4.02, 5.01, 5.02(a),(b),(c) and (d) (other than any reason, information relating to compensation arrangements with any directors or officers) and 9.01(a) (but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01) of Form 8-K (as in effect on the Issue Date) and (ii) the Company shall post not be required to transmit or make available (x) separate financial statements of any Note Guarantor or any consolidating footnote contemplated by Rule 3-10 of Regulation S-X of the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply Securities Act, (y) any “current report” if the Company was required determines in good faith that the event that would be the subject of such report is not material to file those reports with Holders or the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operationsbusiness, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual operations or financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from the financial condition Subsidiaries, taken as a whole, or (z) any information that would otherwise be required by Sections 302 and results of operations 404 of the Unrestricted Subsidiaries Xxxxxxxx-Xxxxx Act of the Company. 2002 and Items 307, 308 or 308T of Regulation S-K. The availability of the foregoing materials on the SEC website or the Company’s website shall Company will be deemed to satisfy have satisfied the foregoing obligation to deliver reports to Holders requirements of this Section 405 if any Parent files and availability provides reports, documents and information of the foregoing materials on types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the SEC website shall be deemed (after giving effect to satisfy any exemptive relief) because of the foregoing obligation filings by such Parent. The Company also will comply with the other provisions of TIA § 314(a). Subject to deliver reports to the Trustee. Delivery Article VII, delivery of such materials reports, information and documents to the Trustee under this Section 405 is for informational purposes only, only and the Trustee’s receipt (or constructive receipt) of such materials the foregoing shall not constitute notice or constructive notice to the Trustee of the contents thereofany 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). In additionSubject to Article VII, at any time when the Trustee is not obligated to confirm that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, has complied with its obligations contained in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files 405 to file such reports with the SEC or post such reports and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest information on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureits website.

SEC Reports. Whether Except as set forth in Section 3.11 of the Company is Camber Disclosure Schedule, Camber has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications, proxy statements and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the United States Securities and Exchange Commission (the “SEC”)since January 1, 2018 SEC (the “Camber SEC Reports”) since January 1, 2021. As of their respective dates, subject to amendments thereto which have been made to date, the reporting Camber SEC Reports complied in all material respects with the requirements of Section 13 or 15(d) the Securities Act of 1933, as amended (the Exchange “Securities Act”), the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Camber SEC Reports, and none of the Camber SEC Reports when filed and at their respective effective times, if applicable, contained any untrue statement of a U.S. Person subject material fact or omitted to such Sections, such reports state a material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances under which they were made, not misleading, except that information filed or furnished as of a later date (but before the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose date of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website this Agreement) shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability modify information as of an earlier date. As of the foregoing materials on date of this Agreement, there are no outstanding or unresolved comments received from the SEC website shall be deemed with respect to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee any of the contents thereof, including the CompanyCamber SEC Reports except for comments on Xxxxxx’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files preliminary proxy statement filed with the SEC and furnishes on November 18, 2020, and, to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights knowledge of Camber, none of the Securityholders under Section 6.01 hereof if Camber SEC Reports is the principal subject of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureany outstanding SEC investigation.

SEC Reports. Whether VERITAS has delivered to SSI or its counsel correct and complete copies of the Company final version of each report, schedule, registration statement and definitive proxy statement filed by VERITAS with the SEC on or after June 27, 1997 (the "VERITAS SEC DOCUMENTS"), which are the material documents (other than preliminary material) that VERITAS was required to file with the SEC on or after June 27, 1997 with respect, in whole or in part, to VERITAS or the VERITAS Assets. As of their respective dates or, in the case of registration statements, their effective dates and except as disclosed in the VERITAS SEC Documents, none of the VERITAS SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and there is subject to no requirement under the reporting requirements of Section 13 Securities Act or 15(d) of the Exchange Act, as the Company shall file case may be, to have amended any such filing. The VERITAS SEC Documents complied, when filed, in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and then applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. VERITAS has filed all documents and agreements that were required to be filed as exhibits to the VERITAS SEC Documents. A-33 35 (b) VERITAS Financial Statements; Absence of Undisclosed Liabilities. The audited consolidated financial statements, dated as of and for any reasonthe period ended, December 31, 1997, and the Company shall nevertheless continue filing unaudited consolidated financial statements, dated as of and for the reports specified period ending June 30, 1998, of VERITAS and its consolidated subsidiaries ("VERITAS FINANCIAL STATEMENTS") complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may have been indicated in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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. Ifnotes thereto) and fairly present (subject, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any case of the Company’s Subsidiaries are Unrestricted Subsidiariesunaudited statements, then, unless to normal year-end audit adjustments) the operations, assets, liabilities consolidated financial position of the VERITAS Group as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. VERITAS has no liabilities or obligations of the Unrestricted Subsidiaries any nature (matured or unmatured, fixed or contingent) which are, individually or in the aggregate, immaterial, the quarterly and annual financial information of a nature required by the preceding paragraph shall include a reasonably detailed presentation, either to be disclosed 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 a consolidated balance sheet for VERITAS and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated consolidated subsidiaries prepared in accordance with GAAP and which are material to the terms VERITAS Business, except for such liabilities or obligations as (i) were accrued or were provided for in the consolidated balance sheet dated June 30, 1998, included in the VERITAS Financial Statements as of this Indenture the date thereof (the "VERITAS FINANCIAL STATEMENTS BALANCE SHEET DATE") or (ii) are of a normally recurring nature and were incurred after the VERITAS Financial Statements Balance Sheet Date in the ordinary course of business consistent with past practice. All liabilities and valuation accounts established and reflected in the VERITAS Financial Statements are to VERITAS' Knowledge reasonably adequate. At the VERITAS Financial Statements Balance Sheet Date, there were no material loss contingencies (as such acceleration has term is used in Statement No. 5) which are not been rescinded or cancelled prior to such cure.adequately provided for in the VERITAS Financial Statements as required by Statement No. 5. 3.5

SEC Reports. Whether the Disclosure Materials. The Company is subject has filed all reports, schedules, forms, statements and other documents required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof. Such reports required to be filed by the Company shall file under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), the SEC Reports filed by the Company complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act (as applicable) and applicable the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing)by the Company, contained any untrue statement of a U.S. Person subject material fact or omitted to such Sections, such reports state a material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for statements therein, in the filings light of such reports with respect the circumstances under which they were made, not misleading. All material agreements to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, which the Company is not subject a party or to which the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements property 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 assets of the Company and its Restricted Subsidiaries separate from the financial condition and results are subject are included as part of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on or identified in the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports Reports, to the Trustee. Delivery of extent such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information agreements are required to be delivered included or identified pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC rules and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights regulations of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureCommission.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject to unless such filing is not permitted under the next sentence) Exchange Act or by the SEC, in which case the Company shall make available the annual reports, documents, information and furnish other reports described in this Section 405 to the Trustee and Securityholders with such annual and other reports as are specified the Holders, in Sections 13 and 15(d) of each case, within 5 days after the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, time the Company is not subject would otherwise be required to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence file such information with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that if 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not were subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act and for Act), so long as the Notes are Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing or otherwise made available under this Section 405 are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or otherwise making available such audited or reviewed financial statements or information, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company shall in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that if such parent shall not own, directly or indirectly, 100% of the Capital Stock of the Company or if such parent shall hold material assets or have material operations other than through the Company and its Subsidiaries as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X under the Securities remain outstandingAct, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the quantitative differences between the financial information relating to such parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. In addition, to the extent not satisfied by the foregoing, the Company will furnish to the Holders thereof and to prospective investorsinvestors in such Notes, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act so long as the Securities are not freely transferable or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Any failure to comply with Delivery of such reports, documents, and information described in this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes 405 to the Trustee shall be for informational purposes only, and Securityholders all required reports; provided that such cure the Trustee’s receipt of them shall not otherwise affect constitute constructive notice of any information contained therein or determinable from information contained therein (including the rights Company’s compliance with any of its covenants under this Indenture as to which the Securityholders under Section 6.01 hereof Trustee is entitled to rely exclusively on an Officer’s Certificate). It is understood that the Trustee shall have no responsibility to determine if the principal of and accrued but unpaid interest on the Securities such reports, documents, or information have been accelerated in accordance filed with the terms of this Indenture and such acceleration has not been rescinded SEC, posted on any website or cancelled prior otherwise furnished to such curethe Holders.

SEC Reports. Whether the Company is subject Hortonworks has filed and made available to the reporting requirements of Section 13 or 15(d) of the Exchange ActCloudera all forms, the Company shall file reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by Hortonworks with the SEC since January 1, 2017 (subject collectively, the “Hortonworks SEC Reports”). The Hortonworks SEC Reports, including all forms, reports and documents filed by Hortonworks with the SEC after the date hereof and prior to the next sentenceEffective Time, (i) and furnish to were and, in the Trustee and Securityholders case of the Hortonworks SEC Reports filed after the date hereof, will be, prepared in accordance with such annual and other reports as are specified in Sections 13 and 15(d) the applicable requirements of the Securities Act, the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe Xxxxxxxx-Xxxxx Act, such reports to be so filed as the case may be, and provided the rules and regulations thereunder, and (ii) did not at the times specified for time they were filed (or if amended or superseded by a filing prior to the filings date of this Agreement, then on the date of such reports with respect to a non-accelerated filer under filing), and in the case of such Sections 13 and 15(d) and containing all the informationforms, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence documents filed by Hortonworks with the SEC within after the date of this Agreement, will not as of the time periods they are filed, contain any untrue statement of a material fact or omit to state a material fact required with respect to a non-accelerated filer unless be stated in such Hortonworks SEC Reports or necessary in order to make the statements in such Hortonworks SEC shall Reports, in light of the circumstances under which they were and will be made, not accept such a filingmisleading. The Company agrees that it shall not take any action for None of the purpose Subsidiaries of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was Hortonworks is required to file those reports any forms, reports, schedules, statements or other documents with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Common Stock of the Company is subject registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed all required reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject including material filed pursuant to the next sentenceSection 13(a) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and filings incorporated therein, since January 1, 2001 (together with other documents that revise or supersede earlier filed documents, the "SEC Reports"). The Company has delivered or made available to the Investors true and complete copies of the SEC Reports. As of their respective filing dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports. None of the SEC Reports, at the time of their respective filings, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material contracts and other documents of the Company required to be filed as exhibits to the SEC Reports have been filed as required. The financial statements of the Company included in the SEC Reports complied as of their respective filing dates in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Regulation S-X promulgated by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for so long as any Securities remain outstandingthe periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). As of the date hereof, the Company will furnish to the Holders and to prospective investorshas, in each case upon their requeston a timely basis, the information made all filings required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when made by the Company files with the SEC and furnishes the Company is eligible to file a registration statement on Form S-3 with respect to outstanding shares of its Common Stock to be offered for sale for the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect account of any person other than the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureCompany.

SEC Reports. Whether or not required by the rules and regulations of the SEC, so long as any Securities are outstanding, the Company is subject (and the Subsidiary Guarantors, if applicable) will furnish to the reporting requirements Trustee and to the Holders of Securities (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K 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 Subsidiaries on a consolidated basis and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all reports that would be required to be filed with the SEC on Form 8-K if the Company (and the Subsidiary Guarantors, if applicable) were required to file such reports, in each case within the time periods specified 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, and any other information required by Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC for public availability (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The If the Company agrees that it shall not take has designated any action of its Subsidiaries to be Unrestricted Subsidiaries that, alone or taken together, represent 10% or more of the Consolidated Cash Flow of the Company for the purpose of causing the SEC not to accept any such filings. Ifmost recent consecutive four-quarter period, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and to the financial statements or in “the "Management’s 's Discussion and Analysis of Financial Condition and Results of Operations”, " of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. Concurrently with the financial condition and results of operations delivery of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when preceding paragraph, the Company files with the SEC and furnishes shall deliver to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights to each Holder annual and quarterly financial statements with appropriate footnotes of the Securityholders under Section 6.01 hereof if Company and its Restricted Subsidiaries, all prepared and presented in a manner substantially consistent with those of the principal of Company and accrued but unpaid interest its Subsidiaries on a consolidated basis required by the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curepreceding paragraph.

SEC Reports. Whether the The Company is subject has filed all reports required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four (24) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four months preceding the date hereof. Such reports required to be filed by the Company shall file under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and provided the rules and regulations of the SEC with respect thereto as in effect at the times time of filing. Such financial statements have been prepared in accordance in all material respects with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified for the filings of in such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timefinancial statements, the Company is notes thereto and except that unaudited financial statements may not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information contain all footnotes required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements GAAP or in the footnotes theretomay be condensed or summary statements, and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the consolidated financial condition and results of operations position of the Company and its Restricted consolidated Subsidiaries separate from as of and for the financial condition dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the Unrestricted Subsidiaries of the Companyunaudited statements, to normal, year-end audit adjustments. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as All material agreements to which the Trustee Company or any Subsidiary is entitled a party or to rely exclusively on Officers’ Certificates). In addition, at any time when which the property or assets of the Company is not or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information extent such agreements are required to be delivered included or identified pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC rules and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights regulations of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSEC.

SEC Reports. Whether (a) The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed with the SEC since January 1, 2004 (collectively, the “Company is subject SEC Reports”), all of which, at the time of filing thereof (except as and to the reporting extent such Company SEC Report has been modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement) complied in all material respects with all applicable requirements of Section 13 or 15(d) of the Exchange Act, the Securities Act, the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company shall file SEC Reports. As of their respective dates (except as and to the extent modified or superseded in any subsequent Company SEC Report filed and publicly available prior to the date of this Agreement, in the case of Company SEC Reports filed prior to the date hereof, or prior to the Effective Time, in the case of subsequently-filed Company SEC Reports), none of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed by the Company after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Reports complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, or will be if filed after the date hereof, prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and subject to normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present if filed after the date hereof, in accordance with the SEC applicable requirements of GAAP and the applicable rules and regulations of the SEC, the assets, liabilities and the consolidated financial position of the Company and the Company Subsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations, stockholders’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act, which are subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as normal, recurring adjustments, none of which are specified in Sections 13 and 15(d) material). As of the Exchange Act and applicable to a U.S. Person subject to such Sectionsdate hereof, such reports to be so filed and provided at no Company Subsidiary (including the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(dOperating Partnership) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether comScore has filed and made available to Rentrak (including via the Company is subject SEC’s XXXXX system) all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file be filed by comScore with the SEC since December 31, 2010 (subject collectively, the “comScore SEC Reports”). The comScore SEC Reports, including all forms, reports and documents filed by comScore with the SEC after the date hereof and prior to the next sentenceEffective Time, (i) and furnish to were and, in the Trustee and Securityholders case of the comScore SEC Reports filed after the date hereof, will be, prepared in accordance with such annual and other reports as are specified in Sections 13 and 15(d) the applicable requirements of the Securities Act, the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe Xxxxxxxx-Xxxxx Act, such reports to be so filed as the case may be, and provided the rules and regulations thereunder, and (ii) did not at the times specified for time they were filed (or if amended or superseded by a filing prior to the filings date of this Agreement, then on the date of such reports with respect to a non-accelerated filer under filing), and in the case of such Sections 13 and 15(d) and containing all the informationforms, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence documents filed by comScore with the SEC within after the date of this Agreement, will not as of the time periods they are filed, contain any untrue statement of a material fact or omit to state a material fact required with respect to a non-accelerated filer unless be stated in such comScore SEC Reports or necessary in order to make the statements in such comScore SEC shall Reports, in light of the circumstances under which they were and will be made, not accept such a filingmisleading. The Company agrees that it shall not take any action for None of the purpose Subsidiaries of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was comScore is required to file those reports any forms, reports, schedules, statements or other documents with the SEC. At any time that any of comScore is eligible to incorporate by reference into the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered Registration Statement regarding comScore pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights Part B of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureForm S-4.

SEC Reports. Whether Except as set forth in Section 4.8 of the Company is subject Disclosure Schedule, the Company has timely filed (and, from the date hereof until the Closing Date, will timely file) all required forms and reports (and all certificates required pursuant to the reporting Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with the SEC since December 31, 2003 (collectively, the “Company SEC Reports”), all of which were (and will be) prepared in all material respects in accordance with the applicable requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Securities Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed the rules and provided at regulations promulgated thereunder (the times specified for the filings “Securities Laws”). As of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timetheir respective dates, the Company is not subject SEC Reports (a) complied as to form in all material respects with the periodic reporting applicable requirements of the Exchange Act for Securities Laws and (b) did not contain any reasonuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of the Company shall nevertheless continue included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) complied as to form, as of their report filing the reports specified dates, in the preceding sentence all material respects with the SEC within Securities Laws and fairly presents in all material respects the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose consolidated financial position of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if and the Company was required to file those reports with the SEC. At any time that any Subsidiaries as of its date and each of the Company’s Subsidiaries are Unrestricted Subsidiariesconsolidated statements of income, then, unless the operations, assets, liabilities retained earnings and cash flows of the Unrestricted Subsidiaries are, Company included in aggregate, immaterial, or incorporated by reference into the quarterly Company SEC Reports (including any related notes and annual financial information required by schedules) fairly presents in all material respects the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations operations, retained earnings or cash flows, as the case may be, of the Company and its Restricted the Company Subsidiaries separate from for the financial condition periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and results of operations except, in the case of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed unaudited statements, as permitted by Form 10-Q pursuant to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act and for so long normal year-end audit adjustments which would not be material in amount or effect. To the knowledge of the Company, there are no outstanding and unresolved comments from the SEC with respect to any of the Company SEC Reports. No Company Subsidiary is required to make any filing with the SEC. The Company has established and maintains a system of “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles (“US GAAP”), consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets. As of December 31, 2005, (x) there were no “material weaknesses” (as defined by the Public Company Accounting Oversight Board) and (y) there was no series of multiple “significant deficiencies” (as defined by the Public Company Accounting Oversight Board) that was reasonably likely to collectively represent a “material weakness” in the design or operation of the Company’s internal controls. Since December 31, 2005, neither the Company nor any Securities remain outstandingof its Subsidiaries nor, to the Company’s knowledge, the Company’s independent auditors, have identified or been made aware of (A) any material weakness in the system of internal controls utilized by the Company will furnish and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls utilized by the Company and its Subsidiaries or (C) any material claim or allegation regarding any of the foregoing. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Holders Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and to prospective investorsreported within the time periods specified in the rules and forms of the SEC, in each case upon their request, the and that all such information required to be delivered pursuant disclosed is accumulated and communicated to Rule 144A(d)(4) the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Securities Exchange Act so long as the Securities are not freely transferable under the Securities Actwith respect to such reports. Any failure to comply with this Section 4.02 shall be automatically cured when The Company has provided Eagles true and complete copies of all management letters received from its independent auditors since December 31, 2003, and if no such management letters have been received, the Company files with the SEC and furnishes has provided copies of all correspondence from its independent auditors during such period relating to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights subject matter of the Securityholders under Section 6.01 hereof if same type as would be included in a management letter. There are no liabilities of the principal Company or any of its subsidiaries of any kind whatsoever, known or unknown, whether or not accrued and accrued but unpaid interest whether or not contingent or absolute, other than (i) liabilities disclosed in the Company’s consolidated balance sheet as of December 31, 2005 included in the Company’s Annual Report on Form 10-K for the fiscal year ended such date and (ii) liabilities incurred in the ordinary course of business consistent with past practice since such date, none of which are reasonably expected to result in a Material Adverse Effect on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureCompany.

SEC Reports. Whether The Company has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable laws prior to the date hereof, and the Company is subject will file prior to the reporting expiration date of the Offer all forms, reports and documents with the SEC that are required to be filed by it under applicable laws prior to such time (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC on or prior to the expiration date of the Offer that are not required to be so filed or furnished, the “SEC Reports”). Each SEC Report complied, or will comply, as the case may be, as of its filing date, as to form in all material respects with the applicable requirements of Section 13 the Securities Act or 15(d) of the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act, each as in effect on the date such SEC Report was or will be filed. True and correct copies of all Company shall file with the SEC (subject Reports filed prior to the next sentencedate hereof and since January 1, 1996, whether or not required under applicable laws, have been furnished to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) and furnish database of the SEC. As of its filing date (or, if amended or superseded by a filing prior to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) date of this Agreement, on the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings date of such reports amended or superseded filing), each SEC Report filed since December 31, 2001 did not (or with respect to SEC Reports filed after the date hereof, did not and will not) contain any untrue statement of a non-accelerated filer under such Sections 13 and 15(d) and containing all material fact or omit to state any material fact necessary in order to make the informationstatements made therein, audit reports and exhibits required for such reports. If at any time, in the Company is not subject to the periodic reporting requirements light of the Exchange Act for any reasoncircumstances under which they were made, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingmisleading. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any None of the Company’s Subsidiaries are Unrestricted Subsidiariesis required to file any forms, then, unless reports or other documents with the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations SEC. No executive officer of the Company and its Restricted Subsidiaries separate from has failed to make the financial condition and results certifications required of operations him or her under Section 302 or 906 of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on Xxxxxxxx-Xxxxx Act with respect to any SEC Report, except as disclosed in certifications filed with the SEC website or Reports. Neither the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with Company nor any of its covenants hereunder (as to which executive officers has received notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on Officers’ Certificates). In additionaccuracy, at any time when the Company is not subject to the reporting requirements completeness, form or manner of Section 13 or 15(d) filing of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curecertifications.

SEC Reports. Whether The Company has filed or furnished (as applicable) and made available to Parent all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished (as applicable) by the Company is subject with the SEC since January 1, 2013 (collectively, the “Company SEC Reports”). The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the reporting Effective Time, (i) were and, in the case of the Company SEC Reports filed or furnished (as applicable) after the date hereof, will be, prepared in accordance with the applicable requirements of Section 13 or 15(d) of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunder, and (ii) except to the extent that information contained in any Company shall file SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Report, did not at the time they were filed or furnished (as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date of this Agreement, will not as of the time they are filed or furnished (subject as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file or furnish (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since January 1, 2013, other than arising after the date hereof from or relating to the next sentenceMerger or any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority, any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) and furnish or any registration statement filed by any of them with the SEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Trustee Company’s Knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company maintains disclosure controls and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and applicable that are designed to a U.S. Person subject to such Sections, such reports ensure that all information required to be so filed and provided at disclosed in the times specified for the filings of such Company’s reports with respect to a non-accelerated filer that it files or submits under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reasonis recorded, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC processed, summarized and reported within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s website within the time periods with respect management as appropriate to a non-accelerated filer that would apply if the Company was allow timely decisions regarding required disclosure and to file those reports with the SEC. At any time that any enable each of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations principal executive officer of the Company and its Restricted Subsidiaries separate from the principal financial condition and results of operations officer of the Unrestricted Subsidiaries of Company to make the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of certifications required under the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior respect to such curereports.

SEC Reports. Whether Seller has filed all reports required to be filed by it under the Company is subject Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to the reporting requirements of Section 13 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as Seller was required by law to file such material) (the foregoing materials, together with the Seller’s Annual Report on Form 10-KSB for the year ended December 31, 2006, and the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007 and the Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, and Seller’s definitive Proxy Statement, when filed with the SEC, being collectively referred to herein as the "SEC Reports" and, together with the documents filed as exhibits to Seller's Registration Statement on Form SB-2, as amended, the "Disclosure Materials") on a timely basis or has received a valid extension pursuant to Rule 12b-25 under the Exchange Act of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange ActSecurities Act of 1933, the Company shall file with the SEC (subject to the next sentence) as amended, and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which Seller is a party or to which the properties or assets of Seller are subject as of the date of the applicable SEC Report have been filed as exhibits to the SEC Reports. The financial statements of Seller included in the SEC Reports (the “Financial Statements”) comply in all material respects with applicable accounting requirements and provided the rules and regulations of the SEC with respect thereto as in effect at the times time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Seller and its consolidated subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as disclosed in the Disclosure Materials, since June 30, 2007, (a) there has been no event, occurrence or development that has had or that could reasonably be expected to have or result in a material adverse effect on the assets, business, operations, financial condition, liquidity or prospects of Seller and its Subsidiaries taken as a whole or on the Business or the Acquired Assets ("Material Adverse Effect"), (b) Seller has not incurred any liabilities (contingent or otherwise) other than (x) liabilities incurred in the ordinary course of business consistent with past practice and (y) liabilities not required to be disclosed in filings made with the SEC, (c) Seller has not altered its method of such reports accounting or the identity of its auditors and (d) Seller has not declared or made any payment or distribution of cash or other property to its stockholders or officers or directors (other than in compliance with existing Seller stock option plans) with respect to a non-accelerated filer under such Sections 13 and 15(dits capital stock, or purchased, redeemed (or made any agreements to purchase or redeem) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any shares of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curecapital stock.

SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) ), and furnish to provide the Trustee and Securityholders with Holders with, such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall will not accept such a filing. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on Officer's Certificates). 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 shall will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s its website within the time periods with respect to a non-accelerated filer that would apply if the Company was were required to file those such reports with the SEC. At any time that any of the Company’s 's Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding this paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations”", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstandingAct, the Company will shall furnish to the Holders of the Securities and to prospective investors, in each case upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to The Company also shall comply with this the other provisions of Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights 314(a) of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureTIA.

SEC Reports. Whether (a) Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, for so long as any Notes are outstanding, the Company shall file with the SEC (subject to the next sentence) and furnish to will provide the Trustee and Securityholders with such the Holders of the Notes with, (i) all annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports quarterly financial information that would be required to be so filed on a Form 20-F and provided at 10-Q (or any successor forms), respectively, as if the times specified for the filings of Company were required to file such reports forms and, with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the annual financial information, audit a report thereon by the Company's certified independent accountants and (ii) all information that would be required to be contained in current reports and exhibits that would be required for to be filed with the Commission on Form 8-K if the Company were required to file such reports; PROVIDED, HOWEVER, that (A) quarterly financial information for the first and third fiscal quarters need not contain any reconciliation to generally accepted accounting principles in the United States but must be prepared in accordance with GAAP, (B) such quarterly information shall be furnished within 60 days of the end of the fiscal quarter of the Company and may be provided in a report on a Form 6-K, (C) such annual information shall be furnished within 120 days of the end of the fiscal year of the Company and (D) such information that would be required to be contained in a report of Form 8-K may be provided in a report on Form 6-K but must be submitted promptly (and in any event within the deadlines prescribed in the instructions to filing Forms 8-K). If at any timeIn addition, whether or not required by the rules and regulations of the Commission, the Company is not subject to the periodic reporting requirements will file a copy of the Exchange Act for any reason, the Company shall nevertheless continue filing the all such information and reports specified in the preceding sentence with the SEC Commission for public availability within the time periods required with respect to a non-accelerated filer specified in the Commission's rules and regulations (unless the SEC shall Commission will not accept such a filing) beginning after the completion of the Exchange Offer and the Company will make such information available to securities analysts and prospective investors upon request. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will also furnish to the Holders of Notes, to prospective investors and to securities analysts, upon the requests of such Holders, prospective investorsinvestors and securities analysts, in each case upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities Notes are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall Act by Persons not otherwise affect the rights of the Securityholders "affiliates" under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureAct.

SEC Reports. Whether The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Company is subject to the reporting requirements of Section 13 or 15(d) of Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company shall was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the SEC Reports (including the financial statements, exhibits and schedules thereto) complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, as applicable and did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of material fact or omit to state a U.S. Person subject to such Sections, such reports material fact required to be so filed and provided at stated therein or necessary in order to made the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances they were made, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingmisleading. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face Each of the financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the "Company Financials"), including any SEC Reports filed after the date hereof until the Closing, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of the Company at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of the Company as of September 30, 2006 is hereinafter referred to as the "Company Balance Sheet." Except as disclosed in the Company Financials, the Company does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the footnotes theretorelated notes to the consolidated financial statements prepared in accordance with GAAP which are, and individually or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”the aggregate, of material to the financial condition and business, results of operations or financial condition of the Company, except liabilities (i) provided for in the Company Balance Sheet, or (ii) incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practices and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall which would not reasonably be deemed expected to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curea Material Adverse Effect.

SEC Reports. Whether Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act and the SEC, the Company shall will file or furnish with the SEC (subject to the next sentence) SEC, and furnish make available to the Trustee and Securityholders with such the Holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at within the times time periods specified for therein or in the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all relevant forms. In the information, audit reports and exhibits required for such reports. If at any time, event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act or any rule, regulation, interpretation or action of the SEC, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Notes as if the Company were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingspecified therein. 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 shall not accept such filings for any reason, If the Company shall post the reports specified in the preceding sentence on has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the Company’s website within consolidated financial statements consolidate any Physician Groups that are not Restricted Subsidiaries, and if such Unrestricted Subsidiaries and Physician Groups that are not Restricted Subsidiaries would, in the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any aggregate and calculated as of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows last day of the Unrestricted Subsidiaries areapplicable fiscal quarter or fiscal year, in aggregateas the case may be, immaterialconstitute a Significant Subsidiary, then the quarterly and report on Form 10-Q or annual financial information report on Form 10-K (or any applicable successor forms) for such fiscal quarter or fiscal year, as the case may be, required by the preceding paragraph shall include a reasonably detailed presentationpresentation or, either on in the face case of the financial statements or clause (b) below, a summary, (a) in the footnotes thereto, to the consolidated financial statements and (b) in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, of the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries, excluding any such Unrestricted Subsidiaries and without consolidating any such Physician Groups that are not Restricted Subsidiaries separate from (it being understood that information comparable to that appearing under the caption “Risk Factors—Risks Relating to Investment in the Notes–Our consolidated financial condition and statements include the results of operations of certain physician groups that are not owned by the Unrestricted Subsidiaries of Company and will not guarantee the Company. The availability of the foregoing materials on the SEC website or notes” in the Company’s website shall prospectus supplement dated June 10, 2014 relating to the original issuance of its 5.125% Senior Notes due 2024 on June 13, 2014 will be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability requirements of this clause (b), provided that, for purposes of this clause (b), such information shall be provided for the three, six or nine month period of the foregoing materials then current fiscal year covered by such Form 10-Q (it being understood that no such information need be provided for any three month period within any such six or nine month period) or the most recent fiscal year covered by such Form 10-K, as the case may be). The quarterly and annual financial information required by the preceding sentence shall reflect the adjustments necessary so that any Unrestricted Subsidiaries and any Physician Groups that are not Restricted Subsidiaries (and any Subsidiaries of such Unrestricted Subsidiaries and such Physician Groups) are not consolidated in the Company’s financial statements (it being understood that the Company’s direct or indirect equity interest in and share of the revenues, operating income, net income or similar operating results of any such Person that is accounted for under the equity method, and any management fees or other amounts payable to the Company or any of its Restricted Subsidiaries by any such Physician Group that is not a Restricted Subsidiary, may be reflected in such consolidated financial information; and it being further understood that all such adjustments may appear in the notes to the financial statements and need not be made or reflected in the financial statements themselves). Anything in this paragraph to the contrary notwithstanding, the Company may, if it so elects, provide the information required by this paragraph in a current report on Form 8-K (or any applicable successor form) filed or furnished substantially concurrently with the SEC website shall applicable Form 10-Q or 10-K, as the case may be. For purposes of this Section 4.18, the Company and the Subsidiary Guarantors will be deemed to satisfy have furnished the foregoing obligation to deliver reports to the TrusteeTrustee and the Holders of Notes as required by this Section 4.18 if they have filed or furnished such reports with the SEC via the XXXXX (or successor or similar) filing system and such reports are publicly available. Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Parent has had access through publicly-available information to (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the SEC (the “Company 10-K”), (ii) its quarterly reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, as filed with the SEC (the “Company 10-Qs”), (iii) all proxy statements relating to the Company’s meetings of shareholders held or to be held after December 31, 2002 and (iv) all other documents filed by the Company with the SEC under the Exchange Act or the Securities Act since January 1, 2000 (the “Company SEC Reports”). As of their respective dates, such documents complied, and all documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects, with applicable SEC requirements and did not, or in the case of documents filed on or after the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All Company SEC Reports have been timely filed with the SEC and constitute all forms, reports and documents required to be filed by the Company under the Exchange Act and the Securities Act since January 1, 2000. Between the date of this Agreement and the Closing Date, the Company will timely file with the SEC all documents required to be filed by it under the Exchange Act or the Securities Act. No Company Subsidiary is subject required to file any form, report or other document with the SEC. The certifications of the chief executive officer and chief financial officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act with respect to the reporting Company SEC Reports, as applicable, are true and correct as of the date of this Agreement as they relate to a particular Company SEC Report, as though made as of the date of this Agreement. The Company has established and maintains disclosure controls and procedures, has conducted the procedures in accordance with their terms and has otherwise operated in compliance with the requirements of Section 13 or 15(d) under Rules 13a-15 and 15d-15 of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof., including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether PHMD has furnished or made available to DSKX complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Company is subject Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the reporting requirements Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of PHMD as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by PHMD under Section 13 or 15(dsubsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “PHMD SEC Reports”). The PHMD SEC Reports constitute all of the documents required to be filed or furnished by PHMD with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the Company shall file date of this Agreement. The PHMD SEC Reports have complied and remain compliant in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) requirements of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe rules and regulations thereunder when filed. As of the date hereof, such reports to be so filed and provided at there are no outstanding or unresolved comments in comment letters received from the times specified for staff of the filings of such reports SEC with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all any of the information, audit reports and exhibits required for such reportsPHMD SEC Reports. If at any timeAs of their respective dates, the Company is PHMD SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not subject contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the periodic reporting requirements statements therein, in light of the Exchange Act for any reasoncircumstances under which they were made, not misleading. None of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was Foreign Subsidiaries is required to file those or furnish any forms, reports or other documents with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Notwithstanding that the Company is Issuers may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall or RSC will file with the SEC (subject unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Issuers are required to file with the next sentenceSEC pursuant to such Section 13(a) or 15(d) or would be so required to file if they were so subject. The Company or RSC will also, within 15 days after the date on which the Company or RSC, as applicable, was so required to file or would be so required to file if the Company or RSC, as applicable, were so subject, transmit by mail to all applicable Holders, as their names and furnish addresses appear in the Note Register, and to the Trustee and Securityholders with (or make available on a Company or RSC website, provided, however, that the Trustee shall have no responsibility to determine if such annual reports and other documents have been so made available) copies of any such information, documents and reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as are specified in Sections 13 and 15(d) a result of the Company’s or RSC’s, as applicable, accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to the rules and regulations of the SEC thereunder), the Company or RSC, as applicable, may, in lieu of making such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all filing or transmitting or making available the information, audit documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or RSC, as applicable, shall in any event be required to make such filing and exhibits so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required for pursuant to the preceding provisions of this paragraph (such reports. If at any timeinitial date, the “Reporting Date”) and (b) if the Company or RSC, as applicable, makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is not subject 90 days after such Reporting Date to the periodic reporting requirements earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the Exchange Act for any reason, number of such elections by the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingor RSC, as applicable). The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. Ifor RSC, notwithstanding the foregoingas applicable, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall will be deemed to satisfy have satisfied the foregoing obligation to deliver reports to Holders requirements of this Section 405 if any Parent files and availability provides reports, documents and information of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for types otherwise so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorsrequired, in each case upon their requestwithin the applicable time periods, and the information Company or RSC, as applicable, is not required to be delivered pursuant to Rule 144A(d)(4) file such reports, documents and information separately under the Securities Act so long applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. The Company or RSC, as the Securities are not freely transferable under the Securities Act. Any failure to applicable, also will comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights other provisions of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureTIA § 314(a).

SEC Reports. Whether Except as set forth on Schedule 3.1(g), the Company is subject has filed all reports required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve (12) months preceding the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension and has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof. Such reports required to be filed by the Company shall file under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required being collectively referred to herein as the “SEC Reports” and, together with this Agreement and the Schedules to this Agreement, the “Disclosure Materials”. As of their respective dates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the SEC Reports filed by the Company complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed by the Company (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), contained any untrue statement of a U.S. Person subject material fact or omitted to such Sections, such reports state a material fact required to be so filed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and provided the rules and regulations of the SEC with respect thereto as in effect at the times specified for time of filing (or if amended or superseded by a filing prior to the filings date hereof, then on the date of such reports filing). Such financial statements have been prepared in accordance with respect to United States generally accepted accounting principles applied on a non-accelerated filer under consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timefinancial statements, the Company is notes thereto and except that unaudited financial statements may not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information contain all footnotes required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements GAAP or in the footnotes theretomay be condensed or summary statements, and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the consolidated financial condition and results of operations position of the Company and its Restricted consolidated Subsidiaries separate from as of and for the financial condition dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the Unrestricted Subsidiaries of the Companyunaudited statements, to normal, year-end audit adjustments. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as All material agreements to which the Trustee Company or any Subsidiary is entitled a party or to rely exclusively on Officers’ Certificates). In addition, at any time when which the property or assets of the Company is not or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information extent such agreements are required to be delivered included or identified pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC rules and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights regulations of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSEC.

SEC Reports. Whether PHMD has furnished or made available to DSKX complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, “Registration Statements”) for registering securities under the Company is subject Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the reporting requirements Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 2014 and 2013, as filed with the SEC, which contained audited balance sheets of PHMD as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2015, (iii) all other reports filed by PHMD under Section 13 or 15(dsubsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “PHMD SEC Reports”). The PHMD SEC Reports constitute all of the documents required to be filed or furnished by PHMD with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the Company shall file date of this Agreement. The PHMD SEC Reports have complied and remain compliant in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) requirements of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe rules and regulations thereunder when filed. As of the date hereof, such reports to be so filed and provided at there are no outstanding or unresolved comments in comment letters received from the times specified for staff of the filings of such reports SEC with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all any of the information, audit reports and exhibits required for such reportsPHMD SEC Reports. If at any timeAs of their respective dates, the Company is PHMD SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not subject contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the periodic reporting requirements statements therein, in light of the Exchange Act for any reasoncircumstances under which they were made, not misleading. None of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was Radiancy Foreign Subsidiaries is required to file those or furnish any forms, reports or other documents with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Since January 1, 2011, the Company is subject has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the reporting date hereof, and, after the date of this Agreement and until the Effective Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC on or prior to the expiration date of the Offer that are not required to be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the case may be, as of its filing date as to form in all material respects with the applicable requirements of Section 13 the Securities Act or 15(d) of the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. 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 amended or superseded filing), each SEC Report did not and 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 the light of the circumstances under which they were made, not misleading. Since January 1, 2011, neither the Company shall file nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC that (subject to the next sentencei) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(dremain unresolved or (ii) of the Exchange Act and applicable to a U.S. Person subject to such Sectionshave been resolved but not publicly disclosed, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at or any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with notice from the SEC within or other Governmental Authority that such SEC Reports (including the time periods required with respect financial statements included therein) or registration statements are being reviewed or investigated, and, to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within Knowledge, there is not, as of the time periods with respect to a non-accelerated filer that would apply if date of this Agreement, any investigation or review being conducted by the Company was required to file those reports with SEC or any other Governmental Authority of any SEC Reports (including the SECfinancial statements included therein). At any time that any None of the Company’s Subsidiaries are Unrestricted Subsidiariesis required to file any forms, then, unless reports or other documents with the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations SEC. No executive officer of the Company and its Restricted Subsidiaries separate from has failed to make the financial condition and results certifications required of operations him or her under Section 302 or 906 of the Unrestricted Subsidiaries of Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with Company nor any of its covenants hereunder (as to which executive officers has received notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on Officers’ Certificates). In additionaccuracy, at any time when the Company is not subject to the reporting requirements completeness, form or manner of Section 13 or 15(d) filing of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curecertifications.

SEC Reports. Whether the The Company is subject has filed all reports, schedules, forms, statements and other documents required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company shall was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, and the Registration Statement on Form S-3ASR (File No. 333-256620) filed on May 28, 2021 by the Company under the Securities Act being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Securities for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for statements therein, in light of the filings of such reports with respect to a non-accelerated filer circumstances under such Sections 13 and 15(d) and containing all the informationwhich they were made, audit reports and exhibits required for such reportsnot misleading. If at any time, the The Company is not an issuer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(i) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Company has timely filed or furnished, as applicable, all reports, proxy statements, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated by reference therein) required to be filed by the Company is subject under the Securities Exchange Act of 1934, as amended (the “Exchange Act,” and such reports, proxy statements, schedules, forms, statements, certifications and other documents, the “SEC Reports”), for the two (2) years preceding the date hereof (or such shorter period since the Company was first required by law or regulation to file such material). The SEC Reports at the reporting time they were filed complied, in all material respects, with the requirements of Section 13 or 15(d) of the Exchange Securities Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe Xxxxxxxx-Xxxxx Act as applicable. There are no contracts, such reports agreements or other documents that are required to be so described in the SEC Reports and/or to be filed and provided at as exhibits thereto that are not described, in all material respects, and/or filed as required. There has not been any material change or amendment to, or any waiver of any material right under, any such contract or agreement that has not been described in and/or filed as an exhibit to the times specified for SEC Reports. As of the filings of such reports date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reportsSEC Reports. If at any time, the Company is not subject to the periodic reporting requirements None of the Exchange Act for any reasonSEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements other governmental inquiries or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website investigations or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice internal investigations pending or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorsthreatened, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights regarding any accounting practice of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureCompany.

SEC Reports. Whether The Company has heretofore filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all reports and other documents required to be filed, including an Annual Report on Form 10-K for the year ended December 31, 1998 (the "Form 10-K"). None of such reports, or any other reports, documents, registration statements, definitive proxy materials and other filings required to be filed with the SEC under the rules and regulations of the SEC ("SEC Filings") contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made, at the time and in light of the circumstances under which they were made, not misleading. Since December 31, 1998, the Company is subject to has timely filed with the reporting SEC all SEC Filings and all such SEC Filings complied with all applicable requirements of Section 13 or 15(d) the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as applicable and the rules thereunder. The audited financial statements of the Company shall file with included or incorporated by reference in the SEC (subject to 1998 Annual Report and the next sentence) and furnish to unaudited financial statements contained in the Trustee and Securityholders quarterly reports on Form 10-Q filed since December 31, 1998 each have been prepared in accordance with such annual acts and other reports rules and with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated therein and with each other, except as are specified may be indicated therein or in Sections 13 the notes thereto and 15(d) except that the unaudited interim financial statements may not contain all footnotes and adjustments required by United States generally accepted accounting principles, and fairly present the financial condition of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided Company as at the times specified dates thereof and the results of its operations and statements of cash flows for the filings periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments. Except as reflected in such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timefinancial statements, the Company is not subject to has no material liabilities, absolute or contingent, other than ordinary course liabilities incurred since the periodic reporting requirements date of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified last such financial statements in the preceding sentence connection with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any conduct of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries business of the Company. The availability of the foregoing materials on the SEC website or Since December 31, 1998, and except as described in the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the 's SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlyFilings since December 31, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof1998, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have there has been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.no:

SEC Reports. Whether (a) The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since January 1, 1994. The Company has made available to Gaming, in the form filed with the SEC, the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1996, 1995 and 1994, (ii) all Quarterly Reports on Form 10-Q filed by the Company with the SEC since January 1, 1994, (iii) all proxy statements relating to meetings of the Company's stockholders since January 1, 1994 and (iv) all Current Reports on Form 8-K and registration statements filed by the Company with the SEC since January 1, 1994 (collectively and as amended as required, the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, each as in effect on the dates such SEC Reports were filed. As of their respective dates, none of the SEC Reports, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No subsidiary of the Company is subject required, as of the date hereof, to file any form, report, or other document with the reporting requirements of SEC under Section 13 or 15(d) 12 of the Exchange Act. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the SEC Reports fairly present, in all material respects, in conformity with GAAP (as defined in Section 4.11 of this Agreement) applied on a consistent basis (except as may be indicated in the notes thereto), the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual consolidated financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from consolidated subsidiaries as of the financial condition dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments in the case of the Unrestricted Subsidiaries of the Companyany unaudited interim financial statements). The availability Company has heretofore made available or promptly will make available to Gaming a complete and correct copy of the foregoing materials on the SEC website any amendments or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlymodifications, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information are required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files filed with the SEC and furnishes but have not yet been filed with the SEC, to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSEC Reports.

SEC Reports. Whether Since March 21, 2012, the Company is subject has filed or furnished (as applicable) all forms, reports and documents with the SEC that have been required to be so filed or furnished (as applicable) by it under applicable Law prior to the reporting date hereof, and, after the date of this Agreement and until the Appointment Time, the Company will timely file or furnish (as applicable) all forms, reports and documents with the SEC that are required to be filed or furnished (as applicable) by it under applicable Law (all such forms, reports and documents, together with any other forms, reports or other documents filed or furnished (as applicable) by the Company with the SEC on or prior to the expiration date of the Offer that are not required to be so filed or furnished, the “SEC Reports”). Each SEC Report complied or will comply, as the case may be, as of its filing date as to form in all material respects with the applicable requirements of Section 13 the Securities Act or 15(d) of the Exchange Act, as the case may be, and with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), each as in effect on the date such SEC Report was or will be filed. True, correct and complete copies of all SEC Reports filed prior to the date hereof, whether or not required under applicable Law, have been made available to Parent or are publicly available in the Electronic Data Gathering, Analysis and Retrieval (XXXXX) database of the SEC. 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 amended or superseded filing), each SEC Report did not and 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 the light of the circumstances under which they were made, not misleading. Neither the Company shall file nor any Subsidiary has received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) or any registration statement filed by any of them with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at or any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with notice from the SEC within or other Governmental Authority that such SEC Reports (including the time periods required with respect financial statements included therein) or registration statements are being reviewed or investigated, and, to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within Knowledge, there is not, as of the time periods with respect to a non-accelerated filer that would apply if date of this Agreement, any investigation or review being conducted by the Company was required to file those reports with SEC or any other Governmental Authority of any SEC Reports (including the SECfinancial statements included therein). At any time that any None of the Company’s Subsidiaries are Unrestricted Subsidiariesis required to file any forms, then, unless reports or other documents with the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations SEC. No executive officer of the Company and its Restricted Subsidiaries separate from has failed to make the financial condition and results certifications required of operations him or her under Section 302 or 906 of the Unrestricted Subsidiaries of Xxxxxxxx-Xxxxx Act with respect to any SEC Report. Neither the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with Company nor any of its covenants hereunder (as to which executive officers has received notice from any Governmental Authority challenging or questioning the Trustee is entitled to rely exclusively on Officers’ Certificates). In additionaccuracy, at any time when the Company is not subject to the reporting requirements completeness, form or manner of Section 13 or 15(d) filing of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curecertifications.

SEC Reports. Whether or not the Company Parent Guarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish Parent Guarantor will make available to the Trustee and Securityholders with such annual the Holders of the Notes the business and other financial information required in the annual, quarterly and current reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable which the Parent Guarantor would be required to a U.S. Person file if the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Parent Guarantor will make such Sections, such reports information available to be so filed the Trustee and provided at the times specified for Holders of the filings of Notes no later than the date on which the Parent Guarantor would have been required to file such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, SEC if the Company is not Parent Guarantor were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, Act. If the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of the Company’s its Subsidiaries are as Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. For purposes of this Section 3.2, the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall Parent Guarantor will be deemed to satisfy have furnished the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the TrusteeTrustee and the Holders of the Notes as required by this Section 3.2 if they have filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.”

SEC Reports. Whether The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Company is subject Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since November 14, 2007, including pursuant to the reporting requirements of Section 13 13(a), 13(c) or 15(d) thereof (the foregoing materials from and after November 14, 2007, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of the date of filing, in the case of SEC Reports filed pursuant to the Exchange ActAct (and to the extent such SEC Report was amended, then as of the date of filing of such amendment), and as of the date of effectiveness in the case of SEC Reports filed pursuant to the Act (and to the extent such SEC Report was amended, then as of the date of effectiveness of such amendment), the Company shall file SEC Reports complied in all material respects with the SEC (subject to requirements of the next sentence) Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, as applicable, and none of the SEC Reports, as of the date of filing, in the case of SEC Reports filed pursuant to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason(and to the extent such SEC Report was amended, then as to the Company shall nevertheless continue date of filing of such amendment), and as of the reports specified date of effectiveness in the preceding sentence with case of SEC Reports filed pursuant to the Act (and to the extent such SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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. IfReport was amended, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any then as of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows date of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery effectiveness of such materials amendment), contained any untrue statement of a material fact or omitted to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case 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) under make the Securities Act so long as statements therein, in the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights light of the Securityholders circumstances under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has which they were made, not been rescinded or cancelled prior to such curemisleading.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the next sentenceSEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders (as their names and furnish addresses appear in the Note Register), and to the Trustee (or make available on a Company website) copies of any such information, documents and Securityholders with reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such annual and other reports filing are not reasonably available on a timely basis as are specified in Sections 13 and 15(d) a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to the rules and regulations of the SEC thereunder), the Company may, in lieu of making such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all filing or transmitting or making available the information, audit documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and exhibits so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 405 (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports. If at any time, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not subject required to file such reports, documents and information separately under the periodic reporting requirements applicable rules and regulations of the Exchange Act for SEC (after giving effect to any reason, exemptive relief) because of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept filings by such a filingParent. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports also will comply with the SEC. At any time that any other provisions of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ CertificatesTIA § 314(a). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether (a) Except as set forth in Section 3.7 of the Company is subject Disclosure Schedule, the Company has filed timely, or will file timely, all required forms, and reports with the SEC since January 1, 2004 (including any forms or reports filed with the SEC subsequent to the reporting date of this Agreement) (collectively, the “Company SEC Reports”), all of which were prepared or will be prepared in all material respects in accordance with the applicable requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Securities Act and applicable to a U.S. Person subject to such Sectionsthe rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates, such reports to be so filed and provided at the times specified for the filings of such reports Company SEC Reports (a) complied, or with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing those Company SEC Reports not yet filed will comply, as to form in all material respects with the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting applicable requirements of the Exchange Act for any reasonSecurities Laws and (b) did not contain, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required or with respect to those Company SEC Reports not yet filed will not contain, any untrue statement of a non-accelerated filer unless material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company SEC shall not accept such a filing. The Company agrees that it shall not take any action for Reports (including the purpose of causing the SEC not to accept any such filings. Ifrelated notes and schedules) fairly presents, notwithstanding the foregoingor will fairly present, in all material respects, the SEC shall not accept such filings for any reason, consolidated financial position of the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if and the Company was required to file those reports with the SEC. At any time that any Subsidiaries as of its date and each of the Company’s Subsidiaries are Unrestricted Subsidiariesconsolidated statements of income, then, unless the operations, assets, liabilities retained earnings and cash flows of the Unrestricted Subsidiaries areCompany included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, or will fairly present, in aggregate, immaterialall material respects, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations operations, retained earnings or cash flows, as the case may be, of the Company and its Restricted the Company Subsidiaries separate from for the financial condition periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and results of operations except, in the case of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed unaudited statements, as permitted by Form 10-Q pursuant to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, normal year-end audit adjustments which would not be material in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded amount or cancelled prior to such cureeffect.

SEC Reports. Whether DMC has on a timely basis filed all forms, reports and documents required to be filed by it with the Company is SEC since the date that it first became subject to the filing and reporting requirements of Section 13 or 15(dthe Exchange Act (collectively, the “SEC Reports”). The SEC Reports (x) were prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the Company shall file case may be, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC (subject contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary of DMC is or has been required to file any form, report, registration statement or other document with the SEC. DMC and its Subsidiaries maintain disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning DMC and its Subsidiaries is made known on a timely basis to the next sentence) individuals responsible for the preparation of DMC’s filings with the SEC and furnish to other public disclosure documents. Except as set forth on Schedule 4.7, DMC is in compliance with the Trustee applicable listing rules of the New York Stock Exchange and Securityholders has not received any notice from the New York Stock Exchange asserting any non-compliance with such annual rules. To DMC’s knowledge, each director and other reports as are specified in Sections 13 and 15(dexecutive officer of DMC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed the rules and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reportsregulations thereunder. If at any timeAs used in this Section 4.7, the Company term “file” shall be broadly construed to include any manner in which a document or information is not subject furnished, supplied or otherwise made available to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The filings required to be made by the Company is subject to under the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act (the "SEC Reports") have been filed in a timely manner with the SEC, including all forms, statements, reports, written agreements and applicable to a U.S. Person subject to such Sectionsall documents, such reports to be so filed exhibits, amendments and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 supplements appertaining thereto, and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting has complied in all material respects with all applicable requirements of the Exchange Act for any reason, appropriate act and the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingrules and regulations thereunder. The Company agrees that it shall not take any action for the purpose As of causing the SEC not to accept any such filings. If, notwithstanding the foregoingtheir respective dates, the SEC shall Reports did not accept such filings for contain any reasonuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was Subsidiaries is required to file those reports any form, report or other document with the SEC. At The SEC has not initiated any time that any of proceeding or, to the Company’s Subsidiaries are Unrestricted Subsidiaries's knowledge, then, unless investigation into the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements business 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 or any of its Subsidiaries. The Company has timely filed all certifications and its Restricted Subsidiaries separate from statements required by (a) Rule 13a-14 or Rule 15d-14 under the financial condition and results of operations Exchange Act or (b) 18 U.S.C. Section 1350 (Section 906 of the Unrestricted Subsidiaries Sarbanes-Oxley Act of the Company. The availability of the foregoing materials on 2002) with respect to the SEC website or Reports filed after Xxxx 00, 0000. Within 90 days preceding the Company’s website shall be deemed to satisfy date of each applicable SEC Report, the foregoing obligation to deliver reports to Holders Company has conducted an evaluation under the supervision and availability with the participation of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofits management, including the Company’s compliance with any 's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its covenants hereunder (as disclosure controls and procedures, and has concluded that its disclosure controls and procedures are effective to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the ensure that information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with disclosed in the SEC Reports is recorded, processed, summarized and furnishes to reported, within the Trustee periods specified in, and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms requirements of, the SEC's rules, regulations and forms. Based on such evaluations, (i) there were no significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or material weaknesses in internal controls and (ii) there was no fraud, whether or not material, that involved management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company's internal controls. As used in this Indenture and such acceleration has not been rescinded Section 3.09, the term "file" shall be broadly construed to include any document or cancelled prior information "filed" or "furnished" to such curethe SEC.

SEC Reports. Whether The Common Stock of the Company is subject registered pursuant to the reporting requirements of Section 13 12(b) or 15(d12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and, since January 1, 2002, the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, except for its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002. The Company shall file has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 and (iii) its Proxy Statement filed with the SEC on April 17, 2003 (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timecollectively, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the "SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingReports"). 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required is eligible to file those reports a registration statement on Form S-3 with the SEC. At any Each SEC Report was, at the time that any of its filing, in substantial compliance with the requirements of its respective form and none of the Company’s Subsidiaries are Unrestricted SubsidiariesSEC Reports, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of nor the financial statements or (and the notes thereto) included in the footnotes theretoSEC Reports, and as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, light of the circumstances under which they were made, not misleading. The financial condition statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and results the published rules and regulations of operations the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial position of the Company and its Restricted Subsidiaries separate from subsidiaries as of the financial condition dates thereof and the results of operations of and cash flows for the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder periods then ended (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorssubject, in each the case upon their requestof unaudited statements, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curenormal year-end audit adjustments).

SEC Reports. Whether HFP has filed all required forms, reports ----------- and documents with the Company is subject to SEC since January 1, 1997 (collectively, "HFP's SEC Reports"), including, without limitation, HFP's Annual Report on Form 10-K for the reporting year ended December 31, 1998, (the "HFP 1998 Form 10-K"). HFP's SEC Reports have complied in all material respects with all applicable requirements of Section 13 or 15(d) of the Securities Act and the Exchange Act. As of their respective dates, none of HFP's SEC Reports, including, without limitation, any financial statements or schedules included or incorporated by reference therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There have been filed as exhibits to, or incorporated by reference in, the Company shall file with HFP 1998 Form 10-K all contracts which, as of the SEC date thereof, were material as described in Item 601(b) (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d10) of the Exchange Act and applicable to a U.S. Person subject to such SectionsRegulation S-K, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements except as set forth in Section 3.11 of the Exchange Act for any reasonHFP Schedule. HFP has heretofore delivered to Xxxxxx, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports form filed with the SEC, all of HFP's SEC Reports filed prior to the date of this Agreement. At any time that any Each of the Company’s Subsidiaries are Unrestricted Subsidiariesfinancial statements (including the related notes) included in HFP's SEC Reports presents fairly, thenin all material respects, unless the operations, assets, liabilities consolidated financial position and consolidated results of operations and cash flows of HFP and its Subsidiaries as of the Unrestricted Subsidiaries arerespective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face case of the unaudited interim financial statements or in the footnotes theretostatements, to normal and in “Management’s Discussion recurring adjustments that have not been 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall are not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required expected to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated material in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureamount.

SEC Reports. Whether (a) Buyer has filed all required forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) with the Company is subject to SEC since December 31, 2001 (collectively, the reporting "Buyer SEC Reports"). As of their respective dates, or, if amended, as of the date of the last such amendment, each Buyer SEC Report, (a) complied in all material respects with the applicable requirements of Section 13 or 15(d) of the Exchange Securities Act, the Company shall file Securities Exchange Act of 1934, and the rules and regulations thereunder applicable to such Buyer SEC Reports and (b) did not, and in the case of such forms, reports, schedules, statements and other documents filed after the date hereof will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) were, and in the case of such consolidated financial statements filed after the date hereof will be, prepared in accordance with the SEC (subject to the next sentence) published rules and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) regulations of the Exchange Act SEC, and applicable to a U.S. Person subject to such Sectionsfairly presents in all material respects the consolidated financial position of Buyer and its Subsidiaries as of its date, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements each of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose consolidated statements of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities stockholders' equity and cash flows of included in or incorporated by reference into the Unrestricted Subsidiaries are, Buyer SEC Reports (including any related notes and schedules) fairly presents in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of all material respects the financial statements or in the footnotes theretoposition, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations and cash flows, as the case may be, of the Company Buyer and its Restricted Subsidiaries separate from for the financial condition and results periods set forth therein (subject, in the case of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed unaudited statements, to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, normal year-end audit adjustments and the Trustee’s receipt absence of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesfootnotes). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with GAAP consistently applied during the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureperiods involved, except as may be noted therein.

SEC Reports. Whether Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall will file with the SEC (subject to the next sentence) SEC, and furnish make available to the Trustee and Securityholders with such the registered Holders of the Securities, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in under Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at within the times time periods specified for therein or in the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all relevant forms. In the information, audit reports and exhibits required for such reports. If at any time, event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if the Company were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingspecified therein. 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 shall not accept such filings for any reason, If the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of the Company’s its Subsidiaries are as Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations and Financial Condition”, 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Subsidiaries. In addition, at any time when the Company is not subject to and the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company Subsidiary Guarantors have agreed that they will furnish make available to the Holders and to prospective investors, in each case upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with For purposes of this Section 4.02 shall be automatically cured when 3.11, the Company files with and the SEC and furnishes Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and Securityholders all the Holders of Securities as required reportsby this Section 3.11 if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. The filing requirements set forth above for the applicable period shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement provided for by the Registration Rights Agreement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that such cure this paragraph shall not otherwise affect supercede or in any manner suspend or delay the rights of the Securityholders under Company’s reporting obligations set forth in this Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure3.11.

SEC Reports. Whether (a) Each of the Company is subject and the Partnership has filed all reports, schedules, forms, statements and other documents required to be filed with the reporting SEC since January 1, 2002 through the date hereof (collectively, the “Company SEC Reports”), all of which, at the time of filing thereof, complied in all material respects with all applicable requirements of Section 13 or 15(d) of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”) applicable to such Company shall file SEC Reports. None of the Company SEC Reports at the time of filing contained, nor will any report, schedule, form, statement or other document filed by the Company or the Partnership after the date hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit, to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements of the Company included or incorporated by reference in the Company SEC Reports or of the Partnership included or incorporated by reference in the Company SEC Reports complied, or will comply if filed after the date hereof, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been, or will be if filed after the date hereof, prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC and normal year end audit adjustments which would not be material in amount or effect) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, or will fairly present if filed after the date hereof, in all material respects in accordance with the SEC (subject to applicable requirements of GAAP and the next sentence) applicable rules and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) regulations of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timeSEC, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual consolidated financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from or of the financial condition Partnership and its Subsidiaries, as the case may be, in each case taken as a whole, as of the dates thereof and the consolidated results of operations operations, shareholders’ and partners’ equity and cash flows for the periods then ended (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act). The Company has established and maintains disclosure controls and procedures and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the Unrestricted Subsidiaries of the CompanyExchange Act. The availability Company has designed and maintains a system of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder “internal controls over financial reporting” (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(ddefined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for so long as any Securities remain outstanding, the Company will furnish to and the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curePartnership.

SEC Reports. Whether The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company is subject to under the reporting requirements of Section 13 or 15(d) of Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that the Company shall file with the has previously disclosed in its SEC (subject to the next sentence) Reports that it had “blank check preferred” stock available for issuance and furnish to the Trustee and Securityholders with such annual and other reports has recently discovered that this disclosure was not correct. Except as are specified in Sections 13 and 15(d) listed herein, as of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timedate hereof, the Company is not subject aware of any event occurring on or prior to the periodic reporting requirements date hereof, or that is reasonably expected to occur prior to the closing of the Exchange Act for any reasontransaction contemplated by the Transaction Documents, that requires the filing of a Form 8-K after the closing of the transaction contemplated by the Transaction Documents. The financial statements of the Company shall nevertheless continue filing included in the reports SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities and Exchange Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the notes thereto and except that unaudited financial statements may not contain all footnotes theretorequired by GAAP, and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from consolidated subsidiaries as of and for the financial condition dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company is a party or to which the property or assets of the Unrestricted Subsidiaries Company are subject are included as part of or specifically identified in the SEC Reports. The SEC Reports included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. The availability As of the foregoing materials on date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC website or staff with respect to the SEC Reports other than a verbal comment to the Company’s website shall be deemed to satisfy Registration Statement regarding its current offering on Registration Statement 333-203075 (the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d“Registration Statement”) of the Exchange Act and for so long as any Securities remain outstanding, that the Company will furnish respond to in its next amendment to the Holders and to prospective investorsRegistrations. Other than the Registration Statement, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with none of the SEC and furnishes to Reports is the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights subject of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curean SEC review.

SEC Reports. Whether Camber has filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (including exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) with the Company is United States Securities and Exchange Commission (the “SEC”) since January 1, 2018 (the “Camber SEC Reports”). As of their respective dates, subject to amendments thereto which have been made to date, the reporting Camber SEC Reports complied in all material respects with the requirements of Section 13 or 15(d) the Securities Act of 1933, as amended (the Exchange “Securities Act”), the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the Camber SEC Reports, and none of the Camber SEC Reports when filed and at their respective effective times, if applicable, contained any untrue statement of a U.S. Person subject material fact or omitted to such Sections, such reports state a material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances under which they were made, not misleading, except that information filed or furnished as of a later date (but before the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose date of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website this Agreement) shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability modify information as of an earlier date. As of the foregoing materials on date of this Agreement, there are no outstanding or unresolved comments received from the SEC website shall be deemed with respect to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee any of the contents thereof, including the CompanyCamber SEC Reports except for comments on Camber’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files preliminary proxy statement filed with the SEC and furnishes on November 18, 2020, and, to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights knowledge of Camber, none of the Securityholders under Section 6.01 hereof if Camber SEC Reports is the principal subject of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureany outstanding SEC investigation.

SEC Reports. Whether the Company is subject The Buyer has filed with or furnished to the reporting SEC all reports, schedules, forms, statements, prospectuses, registration statements and other documents required to be filed or furnished by the Buyer since January 1, 2010 (together with any exhibits and schedules thereto or incorporated by reference therein and other information incorporated therein, an “SEC Report”, and collectively, the “Buyer SEC Reports”), all of which were prepared in all material respects in accordance with the applicable requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file Securities Act and the rules and regulations promulgated thereunder (the “Securities Laws”). As of their respective dates (or, if amended prior to the date of this Agreement, as of the respective dates of such amendments), the Buyer SEC Reports (i) complied, and each Buyer SEC Report filed subsequent to the date hereof will comply, as to form in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for Securities Laws and (ii) did not, and each Buyer SEC Report filed subsequent to the date hereof will not, contain any reasonuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any light of the Company’s circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Buyer SEC Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of the Buyer and the Buyer Subsidiaries are Unrestricted Subsidiariesas of its date and each of the consolidated statements of income, then, unless the operations, assets, liabilities retained earnings and cash flows of the Unrestricted Subsidiaries areBuyer included in or incorporated by reference into the Buyer SEC Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, in aggregateretained earnings or cash flows, immaterial, as the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”case may be, of the financial condition Buyer for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and results of operations except, in the case of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed unaudited statements, as permitted by Form 10-Q pursuant to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, normal year-end audit adjustments which would not be material in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded amount or cancelled prior to such cureeffect.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the next sentenceSEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and furnish addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and Securityholders with reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such annual and other reports filing are not reasonably available on a timely basis as are specified in Sections 13 and 15(d) a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to the rules and regulations of the SEC thereunder), the Company may, in lieu of making such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all filing or transmitting or making available the information, audit documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and exhibits so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 6.4 if any Parent files and provides reports. If at any time, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not subject required to file such reports, documents and information separately under the periodic reporting requirements applicable rules and regulations of the Exchange Act for SEC (after giving effect to any reason, exemptive relief) because of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept filings by such a filingParent. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports also will comply with the SEC. At any time that any other provisions of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the TrusteeTIA § 314(a). Delivery of such materials reports, information and documents to the Trustee is shall be for informational purposes only, only and the Trustee’s receipt of such materials shall not constitute notice actual or constructive knowledge or notice to the Trustee of the contents thereofany information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder under the Indenture or the Notes (as to which the Trustee is shall have no duty to monitor and shall be entitled to rely exclusively on Officers’ Officer’s Certificates). In additionThe Trustee shall not be obligated to monitor or confirm, at any time when the Company is not subject to the reporting requirements of Section 13 on a continuing basis or 15(d) of the Exchange Act and for so long as any Securities remain outstandingotherwise, the Company will furnish to the Holders and to prospective investors, in each case upon their requestCompany’s, the Co-Issuer’s or any other person’s compliance with the covenants in the Indenture or to determine whether any such reports, information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities or other documents are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files filed with the SEC and furnishes through the SEC’s XXXXX filing system (or any successor filing system) or posted on any website, on Intralinks or any comparable password-protected online data system or to examine such reports, information or documents to ensure compliance with the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights provisions of the Securityholders under Section 6.01 hereof if Indenture or to ascertain the principal correctness or otherwise of and accrued but unpaid interest on the Securities have been accelerated information or the statements contained therein or to participate in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureany conference calls.

SEC Reports. Whether or not the Company is or the Subsidiary Guarantors are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and the Subsidiary Guarantors shall file with the SEC (subject to the next sentence) and furnish to provide the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If If, at any time, the Company is or the Subsidiary Guarantors are not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s its website within the time periods with respect to a non-accelerated filer that would apply if the Company was were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless then the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, Company shall include in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will shall furnish to the Holders of the Securities and to prospective investors, in each case upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to The Company also shall comply with this Section 4.02 shall be automatically cured when the other provisions of TIA § 314(a). Notwithstanding the foregoing, (i) the Company files shall not be obligated to file with the SEC and furnishes or furnish to the Trustee and Securityholders all required reports; or the Holders, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 or the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 prior to August 21, 2006, provided that the Company’s failure to file such reports, documents or information with the SEC on or prior to August 21, 2006 shall constitute an immediate Event of Default hereunder without any required notice thereof or opportunity to cure and (ii) the Company shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance be obligated to file with the terms of this Indenture and such acceleration has not been rescinded SEC, or cancelled furnish to the Trustee or the Holders, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006 prior to December 17, 2006, provided that the Company’s failure to file such reports, documents or information with the SEC on or prior to December 17, 2006 shall constitute an immediate Event of Default hereunder without any required notice thereof or opportunity to cure.”

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject unless such filing is not permitted under the Exchange Act or by the SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports that the Company is required to file with the next sentenceSEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject, transmit by mail to all Holders, as their names and furnish addresses appear in the Note Register, and to the Trustee (or make available on a Company website) copies of any such information, documents and Securityholders with reports (without exhibits) so required to be filed. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such annual and other reports filing are not reasonably available on a timely basis as are specified in Sections 13 and 15(d) a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to the rules and regulations of the SEC thereunder), the Company may, in lieu of making such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all filing or transmitting or making available the information, audit documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall in any event be required to make such filing and exhibits so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files and provides reports. If at any time, documents and information of the types otherwise so required, in each case within the applicable time periods, and the Company is not subject required to file such reports, documents and information separately under the periodic reporting requirements applicable rules and regulations of the Exchange Act for SEC (after giving effect to any reason, exemptive relief) because of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept filings by such a filingParent. The Company agrees that it also will comply with the other provisions of TIA § 314(a). The Trustee shall have no responsibility or liability whatsoever for determining whether or not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trusteehave occurred. Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Officer’s Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall will file with the SEC (subject to the next sentence) SEC, and furnish make available to the Trustee and Securityholders with such the registered Holders, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all U.S. issuers within the information, audit reports and exhibits required for such reportstime periods specified therein or in the relevant forms. If at any time, In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders as if the Company were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless specified therein or in the SEC shall not accept such a filingrelevant forms. The Company agrees that it shall not take any action for also comply with the purpose other provisions of causing the SEC not to accept any such filingsTIA § 314(a). If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, If the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of its Subsidiaries as Unrestricted Subsidiaries and the Company’s aggregate amount of net assets of all such Unrestricted Subsidiaries are Unrestricted Subsidiaries, then, unless exceeds the operations, assets, liabilities greater of $10.0 million and cash flows 0.5% of Adjusted Consolidated Net Tangible Assets determined as of the Unrestricted Subsidiaries arefiling date of any quarterly or annual report required by the immediately preceding paragraph, in aggregate, immaterial, then the quarterly and annual financial information required by the immediately preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, 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 CompanySubsidiaries. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, Company and the Trustee’s receipt of such materials shall not constitute notice or constructive notice Subsidiary Guarantors will make available to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as at any time the Securities Notes are not freely transferable under the Securities Act. Any failure to comply with For purposes of this Section 4.02 shall be automatically cured when 3.2, the Company files with and the SEC and furnishes Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and Securityholders all the Holders as required reportsby this Section 3.2 if they have filed such reports with the SEC via the SEC's Electronic Data Gathering, Analysis and Retrieval System and such reports are publicly available. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 3.2 by furnishing financial information relating to such parent; provided that (a) such cure shall not otherwise affect financial statements are accompanied by consolidating financial information for such parent, the rights Company, the Subsidiary Guarantors and the Subsidiaries of the Securityholders under Section 6.01 hereof if Company that are not Subsidiary Guarantors in the principal manner prescribed by the SEC and (b) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of and accrued but unpaid interest on the Securities have been accelerated in accordance with Capital Stock of the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureCompany.

SEC Reports. Whether Acquiror has furnished the Company is subject with copies of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004, Quarterly Reports on Form 10-Q for the quarters ended December 28, 2003, March 28, 2004 and June 27, 2004 and all other reports or registration statements filed by Acquiror with the SEC under applicable Laws since September 30, 2003 (all such reports and registration statements being herein collectively called the “Acquiror SEC Filings”), each as filed with the SEC. Except the fact that Part III, Item 12 of the Form 10-K was incomplete and needed to be amended, each such Acquiror SEC Filing when it became effective or was filed with the reporting SEC, as the case may be, complied in all material respects with the requirements of Section 13 or 15(d) of the Securities Act and the Exchange Act, as applicable, and the Company shall file with rules and regulations of the SEC (subject thereunder and each Acquiror SEC Filing did not on the date of effectiveness or filing, as the case may be, contain any untrue statement of a material fact or omit to state a material fact necessary to make the next sentence) and furnish to statements therein, in the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) light of the Exchange Act and applicable to a U.S. Person subject to such Sectionscircumstances under which they were made, such reports not misleading. Acquiror has made all filings required to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer made under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing twelve (12) months prior to the reports specified date of this Agreement. The financial statements of Acquiror included in the preceding sentence Acquiror SEC Filings complied as to form in all material respects with the published rules and regulations of the SEC within the time periods required with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (expect as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to a non-accelerated filer unless normal, recurring adjustments, none of which will be material) the SEC shall not accept such a filingconsolidated financial position of Acquiror and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Acquiror and its consolidated subsidiaries for the periods presented therein. The Company agrees that it shall not take any action for Chief Executive Officer and the purpose Chief Financial Officer of causing the SEC not to accept any such filings. IfAcquiror have signed, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports and Acquiror has filed with the SEC. At any time that any , all certifications required by Section 906 of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless Xxxxxxxx-Xxxxx Act of 2002 and such certifications contain no qualifications or exceptions to the operations, assets, liabilities matters certified therein and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements have not been modified or in the footnotes theretowithdrawn, 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with neither Acquiror nor any of its covenants hereunder (as officers has received notice from any Governmental Entity questioning or challenging the accuracy, completeness, form or manner of filing of such certifications. As used in this Section 4.5, the term “file” shall be broadly construed to include any manner in which the Trustee a document or information is entitled to rely exclusively on Officers’ Certificates). In additionfurnished, at any time when the Company is not subject supplied otherwise made available to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSEC.

SEC Reports. Whether Copies of AGI's most recent annual report on Form 10-K, its most recent Annual Report to shareholders, all quarterly reports filed since the Company is subject filing of the Form 10-K, the Proxy Statement for the most recent annual meeting of shareholders of AGI, and any other filings or reports filed with or made to the reporting requirements United States Securities and Exchange Commission (collectively, the “AGI SEC Reports”) have been filed and are available via the United States Securities and Exchange Commission’s XXXXX system except where such AGI SEC Reports are not required to be filed thereon. As of Section 13 their respective dates, none of the AGI SEC Reports contained any untrue statements of material fact or 15(d) omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, and, as of the date hereof, no AGI SEC Report contains any untrue statements of material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which untrue statement or omission has not been corrected or superseded by a statement in a subsequently filed AGI SEC Report. AGI has timely filed all SEC Reports required to be filed by it pursuant to the Securities Act and the Exchange Act, and such AGI SEC Reports complied as to form at the Company shall file time such form, document or report was filed, in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Securities Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall file with the SEC (subject to the next sentence) SEC, and furnish make available to the Trustee and Securityholders with such the Holders, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at within the times time periods specified for therein. In the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company shall nevertheless make available such Exchange Act information (as well as the details regarding the conference call described below) to the Trustee and the Holders as if the Company were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. Unless the Company is subject to the reporting requirements of the Exchange Act for any reasonAct, the Company shall nevertheless continue filing also hold a quarterly conference call for the reports specified in the preceding sentence with the SEC within Holders to discuss such financial information. The conference call will not be held later than three Business Days from the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingCompany distributes the financial information as set forth above. 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 Company shall also comply with the foregoing, the SEC shall not accept such filings for any reason, other provisions of TIA § 314(a). If the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of its Subsidiaries as Unrestricted Subsidiaries and the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows Consolidated EBITDA of the Unrestricted Subsidiaries aretaken together exceeds 10% of the Consolidated EBITDA of the Company, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Subsidiaries. In addition, at any time when the Company is not subject to and the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish Guarantors shall make available to the Holders and to securities analysts, prospective investors, in each case upon their requestthe request of such holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities Notes are not freely transferable under the Securities Act. Any failure to comply with For purposes of this Section 4.02 shall be automatically cured when covenant, the Company files with and the SEC and furnishes Guarantors will be deemed to have furnished the reports to the Trustee and Securityholders all the holders of Notes as required reportsby this covenant if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. 44 The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (each as defined in the Registration Rights Agreement) by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that such cure this paragraph shall not otherwise affect supersede or in any manner suspend or delay the rights Company's reporting obligations set forth in the first three paragraphs of this covenant, provided, further, that at such time the Company is not required to pay any additional interest pursuant to the Registration Rights Agreement. In the event that (1) the rules and regulations of the Securityholders under Section 6.01 hereof if SEC permit the principal Company and any direct or indirect parent company of the Company to report at such parent entity's level on a consolidated basis and accrued but unpaid interest (2) such parent entity of the Company is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly of the Capital Stock of the Company, the information and reports required by the covenant may be those of such parent company on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curea consolidated basis.

SEC Reports. Whether (i) The Issuers will file with the Company is subject SEC all information, documents and reports to be filed with the reporting requirements of SEC pursuant to Section 13 or 15(d) of the Exchange Act, in the case of the Company, whether or not the Company shall is required to file with the SEC (subject pursuant to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections Section 13 and or 15(d) of the Exchange Act Act, and applicable in the case of Capital, only to a U.S. Person the extent subject to such Sectionsfiling requirements; provided, however, that the Company shall not be required to make any such reports filings prior to the date on which the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1998 would have been required to be so filed and provided filed, if, at the times specified for time such filings would have been required to be made with the filings SEC, either (i) the Company shall have provided to each Holder of the Notes the information that would have been required to be filed or (ii) the Exchange Registration Statement (as such reports term is defined in the Registration Rights Agreement) has been filed with respect the SEC but has not yet been declared effective and copies of the Exchange Offer Registration Statement and any amendments thereto (to the extent such Registration Statement and/or amendments contain additional information not disclosed in the Offering Memorandum that would have been the subject of a non-accelerated filer filing required to be made under such Sections Section 13 and or 15(d) of the Exchange Act) have been provided to each Holder of the Notes, provided that any exhibits to the Exchange Registration Statement (or any amendments thereto) need not be delivered to any Holder of the Notes, but sufficient copies thereof shall be furnished to the Trustee as reasonably requested to permit the Trustee to deliver any such exhibits to any Holder of the Notes upon request. The Issuers (at their own expense) will file with the Trustee within 15 days after they file them with the SEC, copies of the annual reports and containing all of the information, audit documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and exhibits required for such reports. If at any time, regulations prescribe) which the Company is not subject Issuers file with the SEC pursuant to the periodic reporting requirements Section 13 or 15(d) of the Exchange Act for any reasonAct. Upon qualification of this Indenture under the TIA, the Company Issuers shall nevertheless continue filing the reports specified in the preceding sentence also comply with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose provisions of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the TrusteeTIA Section 314(a). Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s 's receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany 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). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Since October 10, 1995, Central has filed with the Company is subject Securities and Exchange Commission (the "SEC") all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file be filed with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) "Central SEC Documents"). As of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timetheir respective dates, the Company is not subject to Central SEC Documents complied in all material respects with the periodic reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act for of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Central SEC Documents, and none of the Central SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Central SEC Documents) contained any reasonuntrue statement of fact or omitted to state a fact required to be stated therein or necessary in order to make the statements therein, in light of the Company shall nevertheless continue filing the reports specified circumstances under which they were made, not misleading, other than those, in the preceding sentence with the SEC within the time periods required with respect to aggregate, which would not have a non-accelerated filer unless the SEC shall not accept such a filingCentral Material Adverse Effect. The Company agrees that it shall not take any action for the purpose financial statements of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified Central included in the preceding sentence on the Company’s website within the time periods with respect Central SEC Documents complied as to a non-accelerated filer that would apply if the Company was required to file those reports form, as of their respective dates of filing with the SEC. At any time that any , in all material respects with applicable accounting requirements and the published rules and regulations of the Company’s Subsidiaries are Unrestricted SubsidiariesSEC with respect thereto, thenhave been prepared in accordance with GAAP (except, unless in the operationscase of unaudited statements, assets, liabilities as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Central and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of for the Unrestricted Subsidiaries areperiods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments), except when such failure, in the aggregate, immaterialwould not have a Central Material Adverse Effect. True, the quarterly correct and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationcomplete copies of Central's most recent Form 10-K, either Form 10-Q and Proxy Statement are set forth on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSchedule 4.8.

SEC Reports. Whether Each report, schedule, registration statement and definitive proxy statement filed by PennCorp with the Company is subject to SEC since January 1, 1995 (the reporting "PennCorp SEC Documents"), as of its respective filing date, (i) complied in all material respects with the requirements of Section 13 or 15(d) of the Exchange Securities Act, the Company shall Exchange Act and the respective rules and regulations of the SEC thereunder applicable to such PennCorp SEC Documents and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. PennCorp has timely filed all documents that it was required to file with the SEC since January 1, 1995. The consolidated balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows (subject including, without limitation, the related notes thereto) of PennCorp included in the PennCorp SEC Documents, including PennCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and PennCorp's Quarterly Reports on Form 10-Q for the three months ended March 31, 1995, for the three and six months ended June 30, 1995, and for the three and nine months ended September 30, 1995, complied at the time filed (or, if such reports were amended, complied at the time such amended reports were filed) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles and fairly present the consolidated financial position of PennCorp and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and changes in their cash flows and stockholders' equity for the periods then ended except, in the case of the unaudited interim financial statements, for normal and recurring year-end audit adjustments. Except as set forth in any PennCorp SEC Documents filed prior to the next sentence) date hereof, at September 30, 1995, neither PennCorp nor any of its subsidiaries had, and furnish to the Trustee and Securityholders with since such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sectionsdate neither PennCorp, such reports to be so filed and provided at the times specified for the filings nor any of such reports with respect to a non-accelerated filer under such Sections 13 and 15(dsubsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, contingent, absolute or otherwise) and containing all the informationwhich, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified individually or in the preceding sentence with the SEC within the time periods required with respect aggregate, would reasonably be expected to have a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence material adverse effect on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiariescondition, thenfinancial or otherwise, unless the operationsbusiness, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements properties 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 PennCorp and its Restricted Subsidiaries separate from the financial condition subsidiaries taken as a whole. PennCorp has delivered to Seller for review true and results complete copies of operations each of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the PennCorp SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureDocuments.

SEC Reports. Whether The Company previously has made available to Parent (i) its Annual Report on Form 10-K for the year ended December 31, 2000 (the "Company 10-K"), as filed with the Securities and Exchange Commission (the "SEC"), (ii) all proxy statements relating to the Company's meetings of stockholders held or to be held after December 31, 2000 and (iii) all other periodic reports filed by the Company is with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") since January 1, 2001 (together with the periodic reports filed by the Company with the SEC under the Exchange Act prior to the Effective Time, the "Company SEC Reports"). As of their respective dates the Company SEC Reports complied, and all Company SEC Reports filed by the Company with the SEC under the Exchange Act between the date of this Agreement and the Closing Date will comply, in all material respects, with applicable SEC requirements and did not, or in the case of Company SEC Reports filed on or after the date hereof will not, when filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company (i) has been subject to the reporting requirements of Section 13 12 of the Exchange Act and has filed all the material required to be filed pursuant to Sections 13, 14, or 15(d) of the Exchange Act, for a period of at least thirty-six calendar months immediately preceding the Company shall date hereof; (ii) has filed in a timely manner all reports required to be filed under the Exchange Act during the twelve calendar months and any portion of a month immediately preceding the date hereof, and (iii) will timely file with the SEC (subject all reports required to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of be filed under the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at between the times specified for the filings date of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, this Agreement and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureClosing Date.

SEC Reports. Whether the Company is subject to the reporting requirements of Section 13 or 15(d(a) of the Exchange ActSince August 1, the Company shall file 1997, Parent and each Parent Subsidiary has (i) filed all forms, reports, statements and documents with the SEC (subject required to be filed by it pursuant to the next sentence) federal securities laws and furnish the SEC rules and regulations thereunder along with all amendments and supplements to all such documents, all of which have complied as of their respective filing dates, or in the Trustee case of registration statements, their respective effective dates, in all material respects with all applicable requirements of the Securities Act and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe rules and regulations promulgated thereunder (collectively, such reports the "Parent SEC Reports"), (ii) filed all forms, reports, statements and other documents required to be so filed with any Governmental Authorities, including, without limitation, state authorities regulating the purchase and provided sale of securities, and (iii) filed all trade reports, filings, amendments to forms and other documents required by any Self Regulatory Organization (all such forms, reports, statements and other documents in clauses (i), (ii) and (iii) of this Section 4.9(a) being collectively referred to as the "Parent Reports") except where the failure to file such Parent Reports has not had or would not reasonably be expected to have a Material Adverse Effect on the Parent. Parent has made available to the Company copies of each of the Parent Reports and will promptly provide copies of each Parent Report filed after the date of this Agreement. None of such Parent Reports previously filed, at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationtime filed, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes theretocase of registration statements, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”their respective effective dates (after giving effect to any amendments filed before the date hereof), 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, contained and the Trustee’s receipt Parent Reports filed in the future will not contain any untrue statement of such materials shall not constitute notice a material fact or constructive notice omitted to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case 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) under make the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights statements therein, in light of the Securityholders circumstances under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has which they were made, not been rescinded or cancelled prior to such curemisleading.

SEC Reports. Whether The Common Stock of the Company is subject registered pursuant to the reporting requirements of Section 13 12(b) or 15(d12(g) of the Securities Exchange Act of 1934 (the "Exchange Act, ") and the Company shall file has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended, (ii) its Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 and (iii) its Proxy Statement filed with the SEC on April 13, 2004 (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timecollectively, the "SEC Reports"). The Company is not subject eligible to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence file a registration statement on Form S-3 with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing registering the resale of its securities. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC not to accept any such filings. IfReports, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of nor the financial statements or (and the notes thereto) included in the footnotes theretoSEC Reports, and as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, light of the circumstances under which they were made, not misleading. The financial condition statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and results the published rules and regulations of operations the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial position of the Company and its Restricted Subsidiaries separate from subsidiaries as of the financial condition dates thereof and the results of operations of and cash flows for the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder periods then ended (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorssubject, in each the case upon their requestof unaudited statements, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curenormal year-end audit adjustments).

SEC Reports. Whether The Company has complied in all material respects with requirements to file all reports, schedules, forms, statements and other documents required to be filed by the Company is subject to under the reporting requirements of Section 13 or 15(d) of Act and the Exchange Act, the Company shall file with the SEC (subject including pursuant to the next sentenceSection 13(a) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and or 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthereof, such reports to be so filed and provided at the times specified for the filings of two years preceding the date hereof (or such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if shorter period as the Company was required by law or regulation to file those reports such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the SECProspectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. At any time that any As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Company’s Subsidiaries are Unrestricted SubsidiariesAct and the Exchange Act, thenas applicable, unless the operations, assets, liabilities and cash flows none of the Unrestricted Subsidiaries areSEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in aggregatethe light of the circumstances under which they were made, immaterialnot misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing or as such financial statements have been amended or corrected in a subsequent filing. Such financial statements have been prepared in accordance with International Financial Reporting Standards, the quarterly and annual financial information required as promulgated by the preceding paragraph shall include International Accounting Standards Board (“IFRS”), applied on a reasonably detailed presentationconsistent basis during the periods involved, either on the face of the except as may be otherwise specified in such financial statements or in the notes thereto and except that unaudited financial statements may not contain all footnotes theretorequired by IFRS, and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the financial condition and results of operations position of the Company and its Restricted consolidated Subsidiaries separate from as of and for the financial condition dates thereof and the results of operations of and cash flows for the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlyperiods then ended, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorssubject, in each the case upon their requestof unaudited statements, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curenormal, immaterial, year-end audit adjustments.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject to unless such filing is not permitted under the next sentence) and furnish to Exchange Act or by the Trustee and Securityholders with such SEC, in which case the Company shall make available the annual reports, documents, information and other reports described in this Section 405 on a website), so long as the Notes are specified in Sections 13 Outstanding, the annual reports, documents, information and other reports that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed the rules and provided at regulations of the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timeSEC thereunder), the Company is not subject may, in lieu of making such filing, elect to the periodic reporting requirements of the Exchange Act for any reasonmake a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that (a) the Company shall nevertheless continue in any event be required to make such filing or transmit or make available such audited or reviewed financial statements or information no later than the reports specified in first anniversary of the date on which the same was otherwise required pursuant to the preceding sentence with provisions of this Section 405 (such initial date, the SEC “Reporting Date”) and (b) if the Company makes such an election and such filing has not been made, or such documents, information and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the time periods required with respect Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to a non-accelerated filer unless the SEC earlier of (x) the date on which such filing has been made, or such reports, documents and information have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall not accept be payable for any period regardless of the number of such a filingelections by the Company). The Company agrees will be deemed to have satisfied the requirements of this Section 405 if any Parent files reports, documents and information of the types otherwise so required to be filed, in each case within the applicable time periods; provided that it if such Parent shall not take any action for own, directly or indirectly, 100% of the purpose Capital Stock of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company or if such Parent shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements hold material assets 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 have material operations of other than through the Company and its Restricted Subsidiaries separate from as of the last day of the relevant reporting period, such reports, documents and information shall be accompanied by consolidating information, which need not be audited or compliant with Regulation S-X, that explains in reasonable detail (as determined in good faith by the Company, which determination shall be conclusive) the non-equity differences between the financial condition information relating to such Parent and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials its Subsidiaries, on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlyone hand, and the Trustee’s receipt information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. As of the Issue Date, compliance with the requirements of this Section 405 will be satisfied with the filing of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofreports, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)documents and information by Holding Parent. In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of extent not satisfied by the Exchange Act and for so long as any Securities remain outstandingforegoing, the Company will furnish to the Holders thereof and to prospective investorsinvestors in such Notes, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Issue Date). In connection with this Section 405, it is understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the Sarbanes Oxley Act of 2002, as amended, or related items 307 and 308 of Regulation S-K under the Securities Act so long as the Securities are not freely transferable or (b) comply with Articles 3-09, 3-10 and 3-16 of Regulation S-X under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Following the effectiveness of the exchange offer or shelf registration statement required by the Registration Rights Agreement, the Company will file with the SEC, and make available to the Trustee and the Holders, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act with respect to the Parent, the Company and the Subsidiary Guarantors within the time periods specified therein. Prior to the effectiveness of the exchange offer or shelf registration statement required by the Registration Rights Agreement or in the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless specified therein or in the SEC shall not accept such a filingrelevant forms. 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 shall not accept such filings for any reason, If the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of the Company’s its Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the as Unrestricted Subsidiaries are, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, to the financial statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, of the financial condition and results of operations of Parent, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)Subsidiaries. In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstandingParent, the Company will furnish and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, in each case upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities Notes are not freely transferable under the Securities Act. Any failure to comply with For purposes of this Section 4.02 shall be automatically cured when covenant, Parent, the Company files with and the SEC and furnishes Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and Securityholders all the Holders of Notes as required reportsby this covenant if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement (each as defined in the Registration Rights Agreement) by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that such cure this paragraph shall not otherwise affect supersede or in any manner suspend or delay the rights of Company’s reporting obligations set forth in the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms first three paragraphs of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureSection 3.2.

SEC Reports. Whether Xxxxxxxx has filed all SEC Reports required to be filed by it with the Company is subject to Securities and Exchange Commission (the reporting "Commission") since December 31, 1993, all of which have complied in all material respects with all applicable requirements of Section 13 or 15(d) the Securities Act of 1933, as amended (the Exchange "Securities Act"), the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations promulgated thereunder. As of their respective dates of filing in final or definitive form (or, if amended or superseded by a subsequent filing, then on the date of such subsequent filing), none of the SEC Reports of Xxxxxxxx, including, without limitation, any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. The financial statements (including the related notes) included in the SEC Reports of Xxxxxxxx complied as to form in all material respects with the published rules and provided at regulations of the times specified for the filings of such reports Commission with respect to thereto, were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a non-accelerated filer under such Sections 13 consistent basis during the periods involved, except as otherwise noted therein or, in the case of the unaudited financial statements, as permitted by the applicable rules and 15(d) regulations of the Commission and containing fairly presented in all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting material respects in accordance with applicable requirements of the Exchange Act for any reasonGAAP (subject, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any case of the Company’s unaudited statements, to year-end audit adjustments, as permitted by Rule 10-01, and any other adjustments described therein) the consolidated financial position of Xxxxxxxx and its consolidated Subsidiaries are Unrestricted Subsidiaries, then, unless as of their respective dates and the operations, assets, liabilities consolidated results of operations and the consolidated cash flows of Xxxxxxxx and its consolidated Subsidiaries for the Unrestricted Subsidiaries areperiods presented therein. Except as and to the extent set forth or disclosed in the SEC Reports or as set forth on SCHEDULE 3.06, in aggregate(i) at March 31, immaterial1997, the quarterly and annual financial information neither Xxxxxxxx nor any Subsidiary had any material liabilities, absolute, accrued or contingent, required by GAAP to be reflected on a balance sheet of Xxxxxxxx or the preceding paragraph shall include notes thereto, and (ii) since March 31, 1997, Xxxxxxxx has not incurred any liabilities (absolute, accrued or contingent) which are required by GAAP, to be reflected on a reasonably detailed presentation, either on the face balance sheet of the financial statements Xxxxxxxx and which individually or in the footnotes theretoaggregate, and would have a Xxxxxxxx Material Adverse Effect, except liabilities incurred in “Management’s Discussion and Analysis the ordinary course 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. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curebusiness.

SEC Reports. Whether Notwithstanding that the Company is may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company shall will file with the SEC (subject to unless such filing is not permitted under the next sentence) and furnish to Exchange Act or by the Trustee and Securityholders with such SEC), so long as the Notes are Outstanding, the annual reports, information, documents and other reports as are specified in Sections 13 and that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject to SEC reporting requirements as a non-accelerated filer. The Company will be deemed to have satisfied the requirements of this Section 404 if any Parent files reports, documents and information of the types otherwise so required, in each case within the applicable time periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in reasonable detail the differences between the information relating to such Parent and its 72 Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. If any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or any such Parent’s accountants not being “independent” (as defined pursuant to the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed the rules and provided at regulations of the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timeSEC thereunder), the Company is not subject or such Parent may, in lieu of making such filing, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (a) the Company or such Parent shall in any event be required to make such filing no later than the first anniversary of the date on which the same was otherwise required pursuant to the periodic reporting requirements preceding provisions of the Exchange Act for any reasonthis Section 404 (such initial date, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply “Reporting Date”) and (b) if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of Parent makes such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture an election and such acceleration filing has not been rescinded made, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no obligation to determine whether or cancelled prior not such information, documents or reports have been filed pursuant to such curethe SEC’s XXXXX filing system (or its successor) or postings to any website have occurred. The Trustee has no duty to participate in or monitor any conference calls.

SEC Reports. Whether Notwithstanding that the Company is may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall will file with the SEC (subject to the next sentence) SEC, and furnish make available to the Trustee and Securityholders with such the registered Holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at within the times time periods specified for therein or in the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all relevant forms. In the information, audit reports and exhibits required for such reports. If at any time, event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingspecified therein. 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 shall not accept such filings for any reason, If the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that has designated any of the Company’s its Subsidiaries are as Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on (a) in the face of footnotes to the financial statements or and (b) in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from Subsidiaries. In addition, the financial condition Company and results the Subsidiary Guarantors will make available to the Holders and to prospective investors, upon the request of operations such Holders, 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. For purposes of this Section 4.18, the Unrestricted Subsidiaries of Company and the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall Subsidiary Guarantors will be deemed to satisfy have furnished the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the TrusteeTrustee and the Holders of Notes as required by this Section 4.18 if they have filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Company's Common Stock is listed on the Company is subject to Philadelphia Stock Exchange and the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file Nasdaq SmallCap Market and has been duly registered with the SEC Securities and Exchange Commission (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the "SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4") under the Securities Act so long of 1933, as amended (the "Securities Act") or the Securities are not freely transferable Exchange Act of 1934, as amended (the "Exchange Act"). Since December 31, 1993 the Company has timely filed all reports, registrations, proxy or information statements and all other documents, together with any amendments required to be made thereto, required to be filed with the SEC under the Securities ActAct and the Exchange Act (collectively, the "SEC Reports"). Any failure The Company previously has furnished to comply Purchaser true copies of all the SEC Reports, together with this Section 4.02 shall be automatically cured when all exhibits thereto that Purchaser has requested. The financial statements contained in the SEC Reports fairly presented (or will fairly present, as the case may be) the financial position of the Company files as of the dates mentioned and the results of operations, changes in stockholders' equity and changes in financial position or cash flows for the periods then ended in conformity with GAAP applied on a consistent basis throughout the periods involved except to the extent set forth therein. As of their respective dates, the SEC Reports complied (or will comply, as the case may be) in all material respects with all rules and regulations promulgated by the SEC and furnishes did not (or will not, as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights statements therein, in light of the Securityholders circumstances under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has which they were made, not been rescinded or cancelled prior to such curemisleading.

SEC Reports. Whether The Purchaser has furnished or made available to the Company is subject complete and accurate copies, as amended or supplemented, of its (a) registration statements on Form S-1 or other applicable form (collectively, Registration Statements”) for registering securities under the Securities Act of 1933, as amended (the “Securities Act”), and (b) all reports required to be filed under the reporting requirements Securities Exchange Act of 1934, as amended (the “Exchange Act”), including (i) Annual Report on Form 10-K for the fiscal years ended December 31, 2014, and 2013, as filed with the SEC, which contained audited balance sheets of the Purchaser as of December 31, 2014 and 2013, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended; (ii) Quarterly Reports on Form 10-Q for the quarterly periods ended Xxxxx 00, 0000 (xxx) all other reports filed by the Purchaser under Section 13 or 15(dsubsections (a) or (iv) of Section 14 of the Exchange Act with the SEC (such of the foregoing filings with the SEC are collectively referred to herein as the “Purchaser SEC Reports”). The Purchaser SEC Reports constitute all of the documents required to be filed or furnished by the Purchaser with the SEC, including under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act, through the Company shall file date of this Agreement. The Purchaser SEC Reports have complied and remain compliant in all material respects with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) requirements of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthe rules and regulations thereunder when filed. As of the date hereof, such reports to be so filed and provided at there are no outstanding or unresolved comments in comment letters received from the times specified for staff of the filings of such reports SEC with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all any of the information, audit reports and exhibits required for such reportsPurchaser SEC Reports. If at any timeAs of their respective dates, the Company is Purchaser SEC Reports, including any financial statements, schedules or exhibits included or incorporated by reference therein, did not subject contain, and they currently do not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the periodic reporting requirements statements therein, in light of the Exchange Act for any reasoncircumstances under which they were made, not misleading. None of the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was Purchaser Subsidiaries is required to file those or furnish any forms, reports or other documents with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether The Company has filed or furnished (as applicable) on the SEC Xxxxx System or made available to Parent all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished (as applicable) by the Company is subject with the SEC since the Reference Date (collectively, the “Company SEC Reports”), and true and correct copies of all such Company SEC Reports are available on the SEC Xxxxx System or have been made available to Parent. The Company SEC Reports, including all forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date hereof and prior to the reporting Effective Time, (i) were and, in the case of the Company SEC Reports filed or furnished (as applicable) after the date hereof, will be, prepared in accordance with the applicable requirements of Section 13 or 15(d) of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”), as the case may be, and the rules and regulations thereunder, and (ii) except to the extent that information contained in any Company shall file SEC Report has been revised, amended, modified or superseded prior to the date of this Agreement by a later filed Company SEC Report, did not at the time they were filed or furnished (as applicable) (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed or furnished (as applicable) by the Company with the SEC after the date of this Agreement, will not as of the time they are filed or furnished (subject as applicable), contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC Reports or necessary in order to make the statements in such Company SEC Reports, in light of the circumstances under which they were and will be made, not misleading. None of the Subsidiaries of the Company is required to file or furnish (as applicable) any forms, reports, schedules, statements or other documents with the SEC. Since the Reference Date, other than arising after the date hereof from or relating to the next sentenceMerger or any of the other transactions contemplated by this Agreement, neither the Company nor any Subsidiary of the Company has received from the SEC or any other Governmental Authority, any written comments or questions with respect to any of the SEC Reports (including the financial statements included therein) and furnish or any registration statement filed by any of them with the SEC that (A) remain unresolved or (B) have been resolved but not publicly disclosed, or any notice from the SEC or other Governmental Authority that such SEC Reports (including the financial statements included therein) or registration statements are being reviewed or investigated, and, to the Trustee Company’s Knowledge, there is not any investigation or review being conducted by the SEC or any other Governmental Authority of any SEC Reports (including the financial statements included therein). The Company maintains disclosure controls and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and applicable that are designed to a U.S. Person subject to such Sections, such reports ensure that all information required to be so filed and provided at disclosed in the times specified for the filings of such Company’s reports with respect to a non-accelerated filer that it files or submits under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reasonis recorded, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC processed, summarized and reported within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s website within the time periods with respect management as appropriate to a non-accelerated filer that would apply if the Company was allow timely decisions regarding required disclosure and to file those reports with the SEC. At any time that any enable each of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations principal executive officer of the Company and its Restricted Subsidiaries separate from the principal financial condition and results of operations officer of the Unrestricted Subsidiaries of Company to make the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of certifications required under the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior respect to such curereports.

SEC Reports. Whether the The Company is subject has filed all reports, schedules, forms, statements and other documents required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, the Company shall file with the SEC (subject including without limitation pursuant to the next sentenceSection 13(a) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and or 15(d) of thereof, since the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted SubsidiariesAnnual Report on Form 10-K for the fiscal year ended December 31, then2021 (the “2021 Form 10-K”) through the date hereof on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports (as defined below) prior to the expiration of any such extension. As of its respective filing date, unless (or, if amended or superseded by a filing prior to the operationsdate hereof, assetson the date of such filing), liabilities the 2021 Form 10-K, and cash flows all other reports of the Unrestricted Subsidiaries areCompany filed with the SEC pursuant to the Exchange Act from the filing date of the 2021 Form 10-K through the date of this Agreement (including the exhibits and schedules thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act. As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each SEC Report filed pursuant to the Exchange Act did 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 aggregatethe light of the circumstances under which they were made, immaterialnot misleading. As of their respective dates, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or of the Company included in the footnotes SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the consolidated financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from consolidated subsidiaries as of the financial condition dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed unaudited statements, to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesnormal year-end audit adjustments). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 There are no financial statements (historical or 15(dpro forma) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information that are required to be delivered pursuant to Rule 144A(d)(4) under included in the Securities Act so long as the Securities SEC Reports that are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureso included as required.

SEC Reports. Whether The Common Stock of the Company is subject registered pursuant to the reporting requirements of Section 13 12(b) or 15(d12(g) of the Securities Exchange Act of 1934 (the " Exchange Act ") and the Company has timely filed all proxy statements, reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act. The Company has furnished the Purchaser with copies of (i) its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, (ii) its Quarterly Report on Form 10-Q for the Company shall file fiscal quarter ended June 30, 2003 and (iii) its Proxy Statement filed with the SEC on April 16, 2003 (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timecollectively, the " SEC Reports "). The Company is not subject eligible to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence file a registration statement on Form S-3 with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing registering the resale of its securities. Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC not to accept any such filings. IfReports, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of nor the financial statements or (and the notes thereto) included in the footnotes theretoSEC Reports, and as of their respective filing dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, light of the circumstances under which they were made, not misleading. The financial condition statements of the Company included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and results the published rules and regulations of operations the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (" GAAP ") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial position of the Company and its Restricted Subsidiaries separate from subsidiaries as of the financial condition dates thereof and the results of operations of and cash flows for the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder periods then ended (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorssubject, in each the case upon their requestof unaudited statements, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curenormal year-end audit adjustments).

SEC Reports. Whether Since October 10, 1995, Central has filed with the Company is subject Securities and Exchange Commission (the "SEC") all reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file be filed with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) "Central SEC Documents"). As of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timetheir respective dates, the Company is not subject to Central SEC Documents complied in all material respects with the periodic reporting requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act for of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Central SEC Documents, and none of the Central SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Central SEC Documents) contained any reasonuntrue statement of fact or omitted to state a fact required to be stated therein or necessary in order to make the statements therein, in light of the Company shall nevertheless continue filing the reports specified circumstances under which they were made, not misleading, other than those, in the preceding sentence with the SEC within the time periods required with respect to aggregate, which would not have a non-accelerated filer unless the SEC shall not accept such a filingCentral Material Adverse Effect. The Company agrees that it shall not take any action for the purpose financial statements of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified Central included in the preceding sentence on the Company’s website within the time periods with respect Central SEC Documents complied as to a non-accelerated filer that would apply if the Company was required to file those reports form, as of their respective dates of filing with the SEC. At any time that any , in all material respects with applicable accounting requirements and the published rules and regulations of the Company’s Subsidiaries are Unrestricted SubsidiariesSEC with respect thereto, thenhave been prepared in accordance with GAAP (except, unless in the operationscase of unaudited statements, assets, liabilities as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Central and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of for the Unrestricted Subsidiaries areperiods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments), except when such failure, in the aggregate, immaterialwould not have a Central Material Adverse Effect. True, the quarterly correct and annual financial information required by the preceding paragraph shall include a reasonably detailed presentationcomplete copies of Central's most recent Form 10-K, either Form 10-Q and Proxy Statement are set forth on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanySchedule 4.8. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.4.9

SEC Reports. Whether Each form, report, schedule, registration statement and definitive proxy statement filed by Buyer with the Company is subject SEC on and after July 26, 2002 and prior to the reporting date hereof (as such documents have been amended prior to the date hereof, the "Buyer SEC Reports"), as of their respective dates, complied in all material respects with the applicable requirements of Section 13 the Securities Act and the Securities Exchange Act. None of the Buyer SEC Reports, as of the date on which such Buyer SEC Report was declared effective pursuant to the Securities Act or 15(d) of the date on which such Buyer SEC Report was filed pursuant to the Exchange Act, as applicable, contained or contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the Company shall file statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Buyer and its subsidiaries included in such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP, consistently applied (except as set forth in the notes thereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of Buyer and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since July 26, 2002, Buyer has timely filed with the SEC (subject all forms, reports and other documents required to be filed prior to the next sentence) date hereof, and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) no subsidiary of the Exchange Act and applicable to a U.S. Person subject to such SectionsBuyer has filed, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was or been required to file those reports file, any form, report or other document with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their requestcase, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as or the Securities are not freely transferable under the Securities Exchange Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether So long as any Securities are outstanding, the Company shall file with the SEC, subject to the next sentence, and provide the Trustee and Holders with such annual and other reports (i) at any time that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act Act, as are specified in such sections and applicable to a U.S. Person (ii) at any other time, on Forms 10-Q and 10-K and all current reports on Form 8-K that would be required if the Company was at such time subject to such Sectionsthe reporting requirements of Sections 13 and 15(d) of the Exchange Act, in each case, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 Sections, after giving effect to all applicable extensions and 15(d) cure periods, and containing all the information, audit reports and exhibits required for such reports. If If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in clause (ii) of the preceding sentence with the SEC within the time periods required with respect required, after giving effect to a non-accelerated filer all applicable extensions and cure periods, unless the SEC shall 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 shall will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s its website within the time periods with respect to a non-accelerated filer that would apply if the Company was were required to file those reports with the SEC, after giving effect to all applicable extensions and cure periods. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, ,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstandingAct, the Company will shall furnish to the Holders Holder of the Securities and to prospective investors, in each case upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to The Company also shall comply with this the other provisions of TIA § 314(a). This Section 4.02 will be deemed not to impose any duty on the Company under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules that would not otherwise be applicable. The Company shall be automatically cured when the Company files with the SEC and furnishes deemed to have furnished such reports to the Trustee and Securityholders all required reports; provided that the Holders if it has filed such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance reports with the terms of this Indenture SEC using the XXXXX (or any successor) filing system and such acceleration has not been rescinded or cancelled prior to reports are publicly available through such curefiling system.

SEC Reports. Whether (a) News Corporation, which has Securities registered under the Company Securities and Exchange Act of 1934, as amended (the “Exchange Act”), shall file with the SEC and with the Trustee, within 15 days after it files the same with the SEC, copies of its annual and quarterly reports, information, documents and other reports, (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which News Corporation is required to file with the SEC. Such information shall include annual and quarterly financial statements and notes thereto, in each case presented in all material respects in accordance with GAAP as applied in the United States, together with a management’s discussion and analysis of financial condition and results of operations. Such financial statements shall be prepared substantially in accordance with Regulation S-X under the Act, as applied to U.S. Persons with respect to annual and quarterly statements, as applicable, provided however, that supplemental information for the Guarantor need not be provided. The management’s discussion and analysis of financial condition and results of operations shall be prepared substantially in accordance with Regulation S-K and the financial information contained therein shall be substantially in accordance with GAAP as applied in the United States. In the event that News Corporation is at any time no longer subject to the reporting requirements of the Exchange Act, it shall provide to the Trustee, in accordance with the rules and regulations prescribed from time to time by the SEC, such reports which may be required pursuant to Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with . In such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sectionsevent, such reports to shall be so filed and provided at the times specified for that News Corporation would have been required to provide reports had it continued to have been subject to such reporting requirements. Such information shall include annual and quarterly financial statements and notes thereto, presented substantially in accordance with GAAP as applied in the filings United States, together with a management’s discussion and analysis of such reports financial condition and results of operations. Such financial statements shall be prepared substantially in accordance with Regulation S-X under the Act, as applied to U.S. Persons with respect to a non-accelerated filer under such Sections 13 annual and 15(d) and containing all quarterly statements, as applicable, provided, however, that supplemental information for the information, audit reports and exhibits required for such reports. If at any time, the Company is Guarantor need not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingbe provided. The Company agrees that it shall not take any action for the purpose management’s discussion and analysis of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated prepared substantially in accordance with Regulation S-K and the terms financial information contained therein shall be substantially in accordance with GAAP as applied in the United States. NAI and the Guarantor also shall comply with the other provisions of this Indenture and such acceleration has not been rescinded or cancelled prior TIA Section 314(a) to such curethe extent applicable.

SEC Reports. Whether (a) The Company has filed all required forms, reports and registration statements with the SEC since December 31, 2000 (collectively, the “Company is subject to SEC Reports”), all of which were prepared in all material respects in accordance with the reporting applicable requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Securities Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed the rules and provided at regulations promulgated thereunder (the times specified for the filings “Securities Laws”). As of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timetheir respective dates, the Company is not subject SEC Reports (i) complied as to form in all material respects with the periodic reporting applicable requirements of the Exchange Act for Securities Laws and (ii) did not contain any reasonuntrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets of the Company shall nevertheless continue filing the reports specified included in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, or incorporated by reference into the Company shall post SEC Reports (including the reports specified related notes and schedules) fairly presents in all material respects the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if consolidated financial position of the Company was required to file those reports with and the SEC. At any time that any Company Subsidiaries as of its date and each of the Company’s Subsidiaries are Unrestricted Subsidiariesconsolidated statements of income, then, unless the operations, assets, liabilities retained earnings and cash flows of the Unrestricted Subsidiaries are, Company included in aggregate, immaterial, or incorporated by reference into the quarterly Company SEC Reports (including any related notes and annual financial information required by schedules) fairly presents in all material respects the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations operations, retained earnings or cash flows, as the case may be, of the Company and its Restricted the Company Subsidiaries separate from for the financial condition periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and results of operations except, in the case of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed unaudited statements, as permitted by Form 10-Q pursuant to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the normal year-end audit adjustments which would not be material in amount or effect. No Company will furnish to the Holders and to prospective investors, in each case upon their request, the information Subsidiary is required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files file any form or report with the SEC or any state securities authority. The certificates of the Chief Executive Officer and furnishes Chief Financial Officer of the Company required by Rules 13a-14 and 15d-14 of the Exchange Act or 18 U.S.C. §1350 (Section 906 of SOX) with respect to the Trustee Company SEC Reports, as applicable, are true and Securityholders all required reports; provided that such cure shall not otherwise affect the rights correct as of the Securityholders under Section 6.01 hereof if date of this Agreement as they relate to a particular Company SEC Report, as though made as of the principal date of this Agreement. The Company has established and accrued but unpaid interest on maintains disclosure controls and procedures, has conducted the Securities have been accelerated procedures in accordance with their terms and has otherwise operated in compliance with the terms requirements under Rules 13a-15 and 15d-15 of this Indenture and such acceleration has not been rescinded or cancelled prior to such curethe Exchange Act.

SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC (subject to the next sentence) and furnish to provide the Trustee and Securityholders the Holders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d(after giving effect to all applicable extensions) and containing all the information, audit reports and exhibits required for such reports. If If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect (after giving effect to a non-accelerated filer all applicable extensions) unless the SEC shall will not accept such a filing. The Company agrees that it shall not take any action for the sole purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s its website within the time periods with respect to a non-accelerated filer that would apply if the Company was were required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed (after giving effect to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trusteeall applicable extensions). Delivery of such materials reports, information and documents to the Trustee is for informational purposes only, only and the Trustee’s 's receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereofany information 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). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstandingAct, the Company will shall furnish to the Holders of the Securities and to prospective investors, in each case upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the such Securities are not freely transferable under the Securities Act. Any failure to The Company also shall comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights other provisions of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureTIA ss. 314(a).

SEC Reports. Whether the The Company is subject has filed all reports, schedules, forms, statements and other documents required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company shall was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, the Definitive Proxy Statement on Schedule 14A and the Registration Statements on Form S-3 filed by the Company under the Securities Act being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Conversion Shares and the Warrant Shares for resale on Form S-3 or which would prevent Purchaser from using Rule 144 to resell any Securities). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances under which they were made, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingmisleading. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not has never been an issuer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(i) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. Whether Buyer is registered under the Company is subject to the reporting requirements provisions of Section 13 12(g) or 15(d) of the Exchange Act, has filed all forms, reports, schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by Buyer with the Company shall file Securities and Exchange Commission (“ SEC”) since December 31, 2003 and to the Company’s actual knowledge has filed all forms, reports, schedules, registration statements, proxy statements and other documents (including any document required to be filed as an exhibit thereto) required to be filed by Buyer with the SEC prior to December 31, 2003. All such required forms, reports, schedules, registration statements, proxy statements and other documents (subject including those that Buyer may file subsequent to the next sentencedate hereof) are referred to herein as the “SEC Reports.” As of their respective dates the SEC Reports (including any financial statements or schedules included or incorporated by reference therein), and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports Company’s actual knowledge with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at SEC Reports (including any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or schedules included or incorporated by reference therein) filed prior to December 31, 2003, (i) were prepared in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated material respects in accordance with the terms requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Indenture Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer’s Common Stock is listed on the OTC Bulletin Board, and such acceleration Buyer is not aware of any facts which would make Buyer’s Common Stock ineligible for quotation on the OTC Bulletin Board, nor has Buyer received any notice that Buyer Common Stock will be, or is reasonably likely to be, delisted from the OTC Bulletin Board. Buyer has taken no action, and has not been rescinded failed to take any action, and has no present intention to take or cancelled prior fail to such curetake any action, which would cause Buyer Common Stock to be delisted for trading on the OTC Bulletin Board.

SEC Reports. Whether The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company is subject to under the reporting requirements of Section 13 or 15(d) of Securities Act and the Exchange Act, the Company shall file with the SEC (subject including pursuant to the next sentenceSection 13(a) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and or 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sectionsthereof, such reports to be so filed and provided at the times specified for the filings of two years preceding the date hereof (or such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if shorter period as the Company was required by law or regulation to file those reports such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the SECProspectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. At any time that any As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Company’s Subsidiaries are Unrestricted SubsidiariesSecurities Act and the Exchange Act, thenas applicable, unless the operations, assets, liabilities and cash flows none of the Unrestricted Subsidiaries areSEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in aggregatethe light of the circumstances under which they were made, immaterialnot misleading. The financial statements of the Company included in the SEC Reports or incorporated by reference therein comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with the requirements of the Securities Act, the quarterly Exchange Act, and annual financial information required by in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the preceding paragraph shall include a reasonably detailed presentation, either on the face of the periods involved. Except as may be otherwise specified in such financial statements or in the notes thereto and except that unaudited financial statements may not contain all footnotes theretorequired by GAAP, and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from consolidated subsidiaries as of and for the financial condition dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Reports that are not included or incorporated by reference as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Reports. The financial data set forth in each of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investorsReports fairly presents, in each case upon their requestall material respects, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply set forth therein on a basis consistent with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureaudited financial statements.

SEC Reports. Whether (a) Purchaser has filed all reports, schedules, registration statements, prospectuses and other documents, together with amendments thereto, required to be filed with the Company is subject SEC since December 31, 2015 (the “Purchaser Reports”). Except as set forth in Section 4.7(a) of the Purchaser Disclosure Schedule, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the reporting date hereof, as of the date of such subsequent filing), the Purchaser Reports complied, and each Purchaser Report filed subsequent to the date hereof and prior to the Effective Time will comply, in all material respects with the applicable requirements of Section the Securities Act of 1933, as amended (the “Securities Act”) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding comments from, or unresolved issues raised by, the SEC with respect to any of the Purchaser Reports. None of Purchaser’s Subsidiaries is required to file periodic reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act. No executive officer of Purchaser has failed in any respect to make the certifications required of him or her under Sections 302 or 906 of the Sxxxxxxx-Xxxxx Act and to the Knowledge of Purchaser, the Company shall file with no enforcement action has been initiated against Purchaser or its officers or directors by the SEC (subject relating to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified disclosures contained in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curePurchaser Report.

SEC Reports. Whether the The Company is subject has filed all reports, schedules, forms, statements and other documents required to the reporting requirements of Section 13 or 15(d) of be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company shall was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only, any failure to qualify to register the Pre-Funded Warrants for resale on Form S-3 or which would prevent any Purchaser from using Rule 144 to resell any Pre-Funded Warrants). As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the SEC (subject to requirements of the next sentence) Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a U.S. Person subject to such Sections, such reports material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances under which they were made, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingmisleading. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not has never been an issuer subject to the reporting requirements of Section 13 or 15(dRule 144(i) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure Each of the Material Contracts to comply with this Section 4.02 shall be automatically cured when which the Company files with or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureReports.

SEC Reports. Whether the Company is S&W has filed on a timely basis (subject to all permitted extensions thereof) all forms, reports, financial statements, schedules, and other documents required to be filed by it with the reporting SEC since April 30, 2008 (the “SEC Reports”). The SEC Reports (i) were prepared, in all material respects, in accordance with the applicable requirements of Section 13 or 15(d) of the Securities Act and the Exchange Act, and, in each case, the Company shall file with rules and regulations promulgated thereunder, and (ii) do not contain a misstatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading as of the time the document was filed. S&W has previously made available to USR a true and correct copy of any amendment or modification to the SEC (subject to the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company Reports that is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports be, but has not yet been, filed with the SEC. At any time that any S&W has responded to all comment letters of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows staff of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company SEC relating to any SEC Reports. S&W and its Restricted Subsidiaries separate from the financial condition subsidiaries have implemented and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders maintain (i) disclosure controls and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder procedures (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(ddefined in Rules 13a-15(e) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(415d-15(e) under the Securities Act so long Exchange Act, and such controls and procedures are effective to ensure that all material information relating to S&W and its subsidiaries is made known to the chief executive officer and chief financial officer of S&W by others at S&W and its subsidiaries, and (ii) a system of internal control over financial reporting (as the Securities are not freely transferable defined in Rule 13a-15(f) under the Securities Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Any failure to All SEC Reports that are filed between the date hereof and the Effective Time will be timely filed, will, in all material respects, comply with this Section 4.02 shall and be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated prepared in accordance with the terms applicable requirements of this Indenture the Securities Act and such acceleration has the Exchange Act, as applicable, and, in each case, the rules and regulations promulgated thereunder, and will not been rescinded contain any untrue statement of a material fact or cancelled prior omit to such curestate a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they are made, not misleading.

SEC Reports. Whether The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company is subject to under the reporting requirements of Section 13 or 15(d) of Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that the Company shall file with the has previously disclosed in its SEC (subject to the next sentence) Reports that it had “blank check preferred” stock available for issuance and furnish to the Trustee and Securityholders with such annual and other reports has recently discovered that this disclosure was not correct. Except as are specified in Sections 13 and 15(d) listed herein, as of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any timedate hereof, the Company is not subject aware of any event occurring on or prior to the periodic reporting requirements date hereof, or that is reasonably expected to occur prior to the closing of the Exchange Act for any reasontransaction contemplated by the Transaction Documents, that requires the filing of a Form 8-K after the closing of the transaction contemplated by the Transaction Documents. The financial statements of the Company shall nevertheless continue filing included in the reports SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities and Exchange Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the notes thereto and except that unaudited financial statements may not contain all footnotes theretorequired by GAAP, and fairly present in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of all material respects the financial condition and results of operations position of the Company and its Restricted Subsidiaries separate from consolidated subsidiaries as of and for the financial condition dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. All material agreements to which the Company is a party or to which the property or assets of the Unrestricted Subsidiaries Company are subject are included as part of or specifically identified in the SEC Reports. The SEC Reports included all certificates required to be included therein pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (“SOX”), and the internal control report and attestation of the Company’s outside auditors to the extent required by Section 404 of SOX. The availability As of the foregoing materials on date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC website or staff with respect to the SEC Reports other than a verbal comment to the Company’s website shall be deemed to satisfy Registration Statement regarding its current offering on Registration Statement 333-203075 (the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d“Registration Statement”) of the Exchange Act and for so long as any Securities remain outstanding, that the Company will furnish respond to in its next amendment to the Holders and to prospective investorsRegistrations. Other than the Registration Statement, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with none of the SEC and furnishes to Reports is the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights subject of the Securityholders under Section 6.01 hereof if the principal an SEC review. Expected 8-K filings: ●The transaction contemplated herein ●Announcement of and accrued but unpaid interest on the Securities have been accelerated in accordance a supply agreement with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.a panel manufacturer

SEC Reports. Whether Buyer has filed all required forms, reports and documents ----------- with the Company is subject SEC since its initial public offering on March 22, 1999 including and not limited to a final Prospectus dated March 22, 1999 (collectively, the reporting "SEC Reports"), each of which has complied in all material respects with all applicable requirements of Section 13 or 15(dthe Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), each as in effect on the date so filed. The audited consolidated financial statements and unaudited consolidated interim financial statements of Buyer included in its final Prospectus (together with related schedules and notes) and Quarterly Reports on Form 10-Q comply as to form in all material respects with the requirements of the 1933 Act and the Exchange Act, respectively, were prepared in accordance with GAAP consistently applied throughout the Company shall file with periods specified therein, are correct and complete, and present fairly, in all material respects, the SEC (consolidated financial position and results of operations of Buyer for the periods specified therein, subject to in the next sentence) and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) case of the Exchange Act unaudited consolidated interim financial statements to an absence of footnotes and applicable to a U.S. Person subject to such Sectionsnormal year-end audit adjustments. The authorized, such reports to be so filed issued and provided at the times specified for the filings outstanding capitalization of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company Buyer is not subject to the periodic reporting requirements as set forth in Buyer's SEC Reports as of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face dates of the financial statements or other information included in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the CompanyBuyer's SEC Reports. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlyReports, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstandingthis Agreement, the Company will furnish to the Holders exhibits hereto and to prospective investors, in each case upon their request, the information required any certificates or documents to be delivered to Seller pursuant to Rule 144A(d)(4) under this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC statements contained herein and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights therein, in light of the Securityholders circumstances under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and which such acceleration has statements were made, not been rescinded or cancelled prior to such curemisleading.

SEC Reports. Whether The Company, BHC and UTV have filed with the SEC, and have heretofore made available to Buyer true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed with the SEC by the Company, BHC and UTV since January 1, 1997 (together with all information incorporated therein by reference, the "Company SEC Reports"). Except for BHC and UTV, no subsidiary of the Company is subject required to file any form, report, schedule, statement or other document with the reporting SEC. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of Section 13 the Securities Act or 15(d) of the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports, and none of the Company shall file SEC Reports at the time they were filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements (including the related notes) included in the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (subject to "GAAP") (except, in the next sentencecase of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and furnish to fairly present in all material respects the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any consolidated financial position of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless BHC and UTV and their respective consolidated subsidiaries as of the operations, assets, liabilities dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments). Except as and to the extent set forth in Section 3.7 of the Unrestricted Subsidiaries areCompany Disclosure Schedule, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes onlyaggregate, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the have a Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureMaterial Adverse Effect.

SEC Reports. Whether the Company is subject Since January 1, 1999, to the reporting best of its knowledge Chequemate has filed all required forms, reports and documents ("Chequemate SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of Section 13 the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such Chequemate SEC Reports, including without limitation any financial statements, notes, or 15(d) schedules included therein, at the time filed, contained any untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Exchange Actcircumstances under which they were made, not misleading, unless supplemented prior to the Company shall file with Closing Date. Each of the consolidated balance sheets in or incorporated by reference into the Chequemate SEC Reports fairly presents or will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the related consolidated statements of operations and retained earnings and cash flows or equivalent statements in the Chequemate SEC Reports (including any related notes and schedules) fairly presents or will fairly present the results of operations, retained earnings and cash flows, as the case may be, of the entity or entities to which it relates for the period set forth therein (subject in the case of unaudited interim statements, to normal year-end audit adjustments) in each case in accordance with generally-accepted accounting principles applicable to the next sentence) particular entity consistently applied throughout the periods involved, except as may be noted therein; and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified independent certified public accountants for the filings of such reports Chequemate have rendered or will render an unqualified opinion with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified each audited financial statement included in the preceding sentence with the Chequemate SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingReports. 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 shall not accept such filings for any reason, the Company shall post the reports specified consolidated financial statements included in the preceding sentence on the Company’s website within the time periods with respect Chequemate SEC Reports are hereinafter sometimes collectively referred to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure"Chequemate Financial Statements."

SEC Reports. Whether Quixote has filed all required forms, reports and documents with the Company is subject to the reporting Securities and Exchange Commission (“SEC”) since June 30, 2002, each of which has complied in all material respects with all applicable requirements of Section 13 or 15(d) the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each as in effect on the Company shall file date so filed. Quixote has heretofore delivered to Sellers, in the form filed with the SEC (subject including any amendments thereto), Quixote’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, Quixote’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and Quixote’s definitive proxy statement filed with the SEC at the time of or subsequent to the next sentence) and furnish to the Trustee and Securityholders with such annual report (such annual report, quarterly report and other subsequent reports being referred to herein collectively as are specified the “SEC Reports”). The SEC Reports comply as to form in Sections 13 and 15(d) all material respects with the applicable requirements of the Securities Act, the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed the rule and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reportsregulations promulgated thereunder. If at any time, the Company is not subject to the periodic reporting requirements None of the Exchange Act for SEC Reports, including any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or schedules included or incorporated by reference therein, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the footnotes theretostatements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information in any SEC Report has been reused or superseded by a later filed SEC Report filed and publicly available prior to the date hereof, none of the SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, not misleading. The audited consolidated financial statements of Quixote included in Quixote’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003 were prepared in accordance with Generally Accepted Accounting Principles consistently applied throughout the periods specified therein, and present fairly, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”all material respects, of the consolidated financial condition position and results of operations of Quixote for the Company periods specified therein. Since July 1, 2003, there has been no Material Adverse Effect on Quixote’s business, and its Restricted Subsidiaries separate from Quixote has disclosed to Sellers any material adverse information related to Quixote. For purposes of this Section 3.2(f), “material” has the financial condition meaning used by courts and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or when applying the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders Securities Act and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act to particular facts and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such curecircumstances.

SEC Reports. Whether (a) The Company has filed all reports and other documents with the SEC required to be filed by the Company is subject to since 1986 (such documents, together with any reports filed during such period by the reporting requirements Company with the SEC on a voluntary basis on Form 8-K, the “Company SEC Reports”). As of Section 13 or 15(d) of the Exchange Acttheir respective filing dates, the Company shall file with the SEC Reports (subject i) complied in all material respects with, to the next sentence) extent in effect at the time of filing, the applicable requirements of the Securities Act and furnish to the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable (ii) did not contain any untrue statement of a material fact or omit to state a U.S. Person subject to such Sections, such reports material fact required to be so filed and provided at stated therein or necessary in order to make the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the informationstatements therein, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements in light of the Exchange Act for any reasoncircumstances under which they were made, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filingmisleading. 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face Each of the financial statements or (including the related notes) of the Company included in the footnotes thereto, Company SEC Reports complied at the time it was filed as to form in all material respects with the applicable accounting requirements and in “Management’s Discussion the published rules and Analysis of Financial Condition and Results of Operations”, regulations of the SEC with respect thereto in effect at the time of such filing, was prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles in the United States (except, in the case of unaudited statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial condition and results of operations position of the Company and its Restricted consolidated Subsidiaries separate from as of the financial condition respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). As of the Unrestricted Subsidiaries date of this Agreement, to the knowledge of the Company. The availability , there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Reports and none of the foregoing materials on Company SEC Reports is the subject of ongoing SEC website review or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cureinvestigation.

SEC Reports. Whether (a) The Acquirer SEC Reports are available on the Company is subject website maintained by the SEC at xxxx://xxx.xxx.xxx. All Acquirer SEC Reports required to have been filed by Acquirer with the SEC since December 31, 2020 have been so filed on a timely basis (other than that certain Annual Report on Form 10-K filed by Acquirer on March 7, 2023, as amended by that certain Amendment No. 1 on Form 10-K/A filed by Acquirer on May 9, 2023), including any certification or statement required by: (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act (and Section 302 of the Xxxxxxxx-Xxxxx Act); (ii) Section 906 of the Xxxxxxxx-Xxxxx Act; and (iii) any other rule or regulation promulgated by the SEC or applicable to the reporting requirements of Section 13 Acquirer SEC Reports filed on or 15(d) after December 31, 2020. As of the Exchange Act, the Company shall file time it was filed with the SEC (subject or, if amended or superseded by a filing prior to the next sentence) and furnish Agreement Date, then on the date of such filing or, in the case of any Acquirer SEC Report that is a registration statement or prospectus filed pursuant to the Trustee and Securityholders requirements of the Securities Act, as of the effective date of such Acquirer SEC Report): (A) each Acquirer SEC Report complied in all material respects with such annual and other reports as are specified in Sections 13 and 15(d) the applicable requirements of the Securities Act or the Exchange Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall 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 shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such materials to the Trustee is for informational purposes only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of the contents thereof, including the Company’s compliance with any of its covenants hereunder (as the case may be); and (B) no Acquirer SEC Report contained any untrue statement of a material fact or omitted to which the Trustee is entitled to rely exclusively on Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case 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) under make the Securities Act so long as statements therein, in the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights light of the Securityholders circumstances under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has which they were made, not been rescinded or cancelled prior to such curemisleading.