Common use of Commission Reports and Reports to Holders Clause in Contracts

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the commencement of an exchange offer or effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year after the Closing Date, whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission (to the extent permitted under the Exchange Act) on or prior to the date they are or would have been required to file such with the Commission (the "Required Filing Date") pursuant to such Section 13 or 15(d), or any successor -------------------- provision thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, or shall supply to the Trustee for forwarding to each holder, without cost to such holder, copies of such reports or other information. At all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaser, the Company shall supply such Holder or prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an exchange offer Exchange Offer or the effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year six months after the Closing Date, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission (to the extent then permitted under by the Securities Exchange Act) Act of 1934, as amended, and by the Commission, all such information on or prior to the date they are or an appropriate available form as it would have been be required to file such with the Commission (the "Required Filing Date"by Sections 13(a) pursuant to such Section 13 or 15(d), or any successor -------------------- provision ) under the Securities Exchange Act of 1934 as if it were a U.S. company and subject thereto, annual including information required by annual, quarterly and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were current reports, whether or not required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so requiredfiled. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holderall Holders, without cost to such holderHolders, copies of such reports or and other information. At In addition, at all times prior to the earlier of the date of the Registration and the date that is six months 66 after the Closing Date, the Company shall, at its cost, supply the Trustee and each Holder or shall supply to the Trustee for forwarding to all Holders, without cost to such Holders, quarterly and annual reports substantially equivalent to those described above or which would otherwise be required by the Exchange Act commencing with the report for the fiscal quarter ending immediately after the Closing Date; provided that the Company may deliver copies of the registration statement (including pre-effective amendments thereto) with respect to the Exchange Offer to the extent it contains the information that would have been required in such reports. In addition, at all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery The Company also shall comply with the other provisions of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' CertificatesTIA Section 314(a).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of commencement of an exchange offer Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of a the Shelf Registration Statement (as defined in the "Registration"Registration Rights Agreement) and (ii) ------------ the date that is one year after the Closing Date, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission the annual, quarterly and other reports and other information required by Sections 13(a) or 15(d) of the Exchange Act (unless the Commission will not accept such a filing). The Company shall mail or cause to be mailed copies of such reports and information to the extent permitted under the Exchange Act) on Trustee and each Holder or prior shall mail or cause to be mailed copies of such reports and information to the Trustee for forwarding to each Holder, without cost to such Holder, within 15 days after the date they are it files such reports and information with the Commission or after the date it would have been required to file such reports and information with the Commission (the "Required Filing Date") pursuant had it been subject to such Section 13 or 15(d), or any successor -------------------- provision thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, sections of the Exchange Act; provided, includinghowever, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to that the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, or shall supply to the Trustee for forwarding to each holder, without cost to such holder, copies of such reports or other informationand information mailed to Holders may omit exhibits, which the Company will supply to any Holder at such Holder's request. At all times prior to the Registrationearlier of (i) the date of commencement of an Exchange Offer or the effectiveness of the Shelf Registration Statement and (ii) the date that is one year after the Closing Date, the Company shall, at its cost, mail to each Holder (or to the Trustee for forwarding to such Holder) quarterly and annual reports substantially equivalent to those that would be required by the Exchange Act. In addition, at all times prior to the date of commencement of an Exchange Offer or the effectiveness of the Shelf Registration Statement, upon the request of any Holder of Notes or any prospective purchaserpurchaser of Notes designated by a Holder, the Company shall supply mail to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the commencement of an exchange offer or effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year after the Closing Date, whether Whether or not the Issuer or the Company is subject then required to file reports with the reporting requirements of Section 13 Commission, the Issuer or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission all such reports and other information as they would be required to file with the Commission by Section 13(a) or 15(d) under the Exchange Act if each of them were subject thereto (PROVIDED that the Issuer need not file such reports or other information if, and so long as, it would not be required to the extent permitted do so pursuant to Rule 12h-5 under the Exchange Act) on or prior to the date they are or would have been required to file such with the Commission (the "Required Filing Date") pursuant to such Section 13 or 15(d), or any successor -------------------- provision thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Issuer and the Company shall supply the Trustee and each holder of Notes, or shall supply to the Trustee for forwarding to each holder, without cost to such holder, with copies of such reports and other information within 15 days after the date they file such reports or other informationinformation with the Commission. At In addition, with respect to any Notes of any series, at all times prior to the earlier of the date of the registration of the Notes of that series pursuant to and in accordance with the terms of the Registration Rights Agreement or any other registration rights agreement (the "REGISTRATION") and the date that is nine months after the initial issuance date of the Notes of that series, the Issuer and the Company shall, at their costs, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Issuer and the Company shall supply to such Holder or such prospective purchaser with the information required under Rule 144A 144A(d)(4) under the Securities Act. The Issuer and the Company also shall comply with the other provisions of TIA Section 314(a) to the extent required thereby. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's or the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an exchange offer Exchange Offer or the effectiveness of a Shelf shelf registration statement pursuant to the terms of the Registration Statement Rights Agreement (the "Registration") and (ii) the ------------ date that is one year after the Closing Date, in either case, whether or not the Company is then required to file reports with the Commission, the Company shall file with the Commission all such reports and other information as it would be required to file with the Commission by Sections 13(a) or 15(d) under the Exchange Act if it were subject thereto. The Company shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. At all times prior to the earlier of the date of the Registration and the date that is one year after the Closing Date, whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision thereto, the Company shall file with the Commission (to the extent permitted under the Exchange Act) on or prior to the date they are or would have been required to file such with the Commission (the "Required Filing Date") pursuant to such Section 13 or 15(d), or any successor -------------------- provision thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holdersuch Holder, without cost to such holderHolder, copies of such quarterly and annual reports or other informationsubstantially equivalent to those which would be required by the Exchange Act. At In addition, at all times prior to the Registrationsale of the Notes pursuant to an effective registration statement, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an exchange offer Exchange Offer or the effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year six months after the Closing Issue Date, in either case, whether or not the Company Issuer is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company Issuer shall file with the Commission (if permitted by Commission practice and applicable law and regulations) all such reports and other information as it would be required to file with the extent permitted Commission by Section 13(a) or 15(d) under the Exchange Act) on or prior to the date they are or would have been required to file such with the Commission (the "Required Filing Date") pursuant to such Section 13 or 15(d), or any successor -------------------- provision Act if it were subject thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company Issuer shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holdersuch Holder, without cost to such holderHolder, copies of such reports or and other information; provided however, that the copies of such reports and information mailed to Holders need not contain the exhibits thereto, but the Issuer agrees to furnish any such exhibits to any Holder upon written request therefor. At In addition, at all times prior to the earlier of the date of the Registration and the date that is six months after the Issue Date, the Issuer shall, at its cost, deliver or caused to be delivered to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act; it being understood that the financial statements included in such reports shall be prepared in accordance with generally accepted accounting principles in effect at such time. The financial information contained in the Offering Memorandum will be deemed to have been delivered to the Trustee pursuant to this section. In addition, at all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Company Issuer shall supply to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and Within 15 days after the earlier Company files with the Commission copies of [DELETE: its] [ADD: any] annual reports and other information, documents and reports (ior copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that it [DELETE: is] [ADD: may be] required to file with the commencement of an exchange offer or effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year after the Closing Date, whether or not the Company is subject Commission pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretothe Company shall file the same with the Trustee. [DELETE: So long as the Securities remain outstanding, the Company shall file with the Commission quarterly reports (containing unaudited financial statements) for the first three quarters of each fiscal year and annual reports (containing audited financial statements and an opinion thereon by the Company's independent certified public accountants) that it would be required to file under Section 13 of the Exchange Act if it had a class of debt securities listed on a national securities exchange and shall cause such reports to be mailed to the extent permitted under Holders at their addresses appearing in the Exchange Act) on or prior to the date they are or Security Register within 15 days of when such report would have been required to file such with the Commission (the "Required Filing Date") pursuant to such be filed under Section 13 or 15(d), or any successor -------------------- provision thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. .] The Company shall supply provide the Trustee with a sufficient number of copies of all reports and each holder of Notes, or shall supply other documents and information that the Trustee may be required to deliver to the Securityholders under this Section 3.15. If the Company directs the Trustee for forwarding to each holder, without cost to make such holder, copies of such reports or other information. At all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchasermailings, the Company shall supply bear all expenses incurred in connection with such Holder or prospective purchaser mailing, including, without limitation, postage and duplication of documentation. [DELETE: The Company also shall comply with the information required under Rule 144A under the Securities Act. other provisions of TIA Section 314(a).] Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). ARTICLE FOUR SUCCESSOR CORPORATION SECTION 4.01.

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an exchange offer Exchange Offer or the effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year six months after the Closing Date, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission (to the extent then permitted under by the Securities Exchange Act) Act of 1934, as amended, and by the Commission, all such information on or prior to the date they are or an appropriate available form as it would have been be required to file such with the Commission (the "Required Filing Date"by Sections 13(a) pursuant to such Section 13 or 15(d), or any successor -------------------- provision ) under the Securities Exchange Act of 1934 as if it were a U.S. company and subject thereto, annual including information required by annual, quarterly and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including current reports on Form 8-K as if the Company were whether or not required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so requiredfiled. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holderall Holders, without cost to such holderHolders, copies of such reports or and other information. At In addition, at all times prior to the earlier of the date of the Registration and the date that is six months after the Closing Date, the Company shall, at its cost, supply the Trustee and each Holder or shall supply to the Trustee for forwarding to all Holders, without cost to such Holders, quarterly and annual reports substantially equivalent to those described above or which would otherwise be required by the Exchange Act commencing with the report for the fiscal quarter ending immediately after the Closing Date; provided that the Company may deliver copies of the registration statement (including pre-effective amendments thereto) with respect to the Exchange Offer to the extent it contains the information that would have been required in such reports. In addition, at all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery The Company also shall comply with the other provisions of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' CertificatesTIA Section 314(a).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an exchange offer Exchange Offer (as defined in the Registration Rights Agreement) or the effectiveness of a Shelf Registration Statement (as defined in the Registration Rights Agreement) (the "RegistrationREGISTRATION") and (ii) ------------ the date that is one year 180 days after the Closing Date, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission (to the extent permitted under accepted by the Exchange ActCommission) on or prior to the date they are or all such reports and other information as it would have been be required to file such with the Commission (the "Required Filing Date"by Sections 13(a) pursuant to such Section 13 or 15(d), or any successor -------------------- provision ) under the Securities Exchange Act of 1934 if it were subject thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holdersuch Holder, without cost to such holderHolder, copies of such reports or and other information. At In addition, at all times prior to the earlier of the date of the Registration and the date that is 180 days after the Closing Date, the Company shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an a registered exchange offer for the Notes by the Company or the effectiveness of a the Shelf Registration Statement pursuant to and in accordance with the terms of the Notes Registration Rights Agreement (the "Registration") and (ii) ------------ the date that is one year after six months from the Closing Date, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission (to the extent permitted under the Exchange Act) on or prior to the date they are or all such reports and other information as it would have been be required to file such with the Commission (the "Required Filing Date"by Sections 13(a) pursuant to such Section 13 or 15(d), or any successor -------------------- provision ) under the Securities Exchange Act of 1934 if it were subject thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holdersuch Holder, without cost to such holderHolder, copies of such reports or and other information. At all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaser, the Company shall supply such Holder or prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information (including mathematical calculations) 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 all times prior to the earlier of the date of the Registration and the date that is six months from the Closing Date, the Company shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser the information required under Rule 144A under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an exchange offer Exchange Offer or the effectiveness of a Shelf Registration Statement (the "Registration") and (ii) ------------ the date that is one year six months after the Closing Datedate of issuance of the Notes, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission (to the extent permitted under the Exchange Act) on or prior to the date they are or all such reports and other information as it would have been be required to file such with the Commission (the "Required Filing Date"by Sections 13(a) pursuant to such Section 13 or 15(d), or any successor -------------------- provision ) under the Securities Exchange Act of 1934 if it were subject thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holdersuch Holder, without cost to such holderHolder, copies of such reports or and other information. At In addition, at all times prior to the earlier of the date of the Registration and the date that is six months after the date of issuance of the Notes, the Company shall, at its cost, deliver to each Holder of the Notes quarterly and annual reports substantially equivalent to those which would be required by the Exchange Act. In addition, at all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaserpurchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Commission Reports and Reports to Holders. At all times ----------------------------------------- from and after the earlier of (i) the date of the commencement of an a registered exchange offer for the Notes by the Company or the effectiveness of a the Shelf Registration Statement pursuant to and in accordance with the terms of the Notes Registration Rights Agreement (the "Registration") and (ii) ------------ the date that is one year after 24 months from the Closing Date, in either case, whether or not the Company is subject then required to file reports with the reporting requirements of Section 13 or 15(d) of the Exchange Act, or any successor provision theretoCommission, the Company shall file with the Commission (to the extent permitted under the Exchange Act) on or prior to the date they are or all such reports and other information as it would have been be required to file such with the Commission (the "Required Filing Date"by Sections 13(a) pursuant to such Section 13 or 15(d), or any successor -------------------- provision ) under the Securities Exchange Act of 1934 if it were subject thereto, annual and quarterly consolidated financial statements substantially equivalent to financial statements and such other information (including reports on Form 8-K as if the Company were required to file such reports) that would have been included in reports filed with the Commission if the Company was subject to the requirements of Section 13 or 15(d), or any successor provision thereto, of the Exchange Act, including, with respect to annual information only, a report thereon by such reporting entity's certified independent public accountants (which must be a nationally known accounting firm) as such would be required in such reports to the Commission and, in the case of annual and quarterly reports, together with a management's discussion and analysis of financial condition and results of operations which would be so required. The Company shall supply the Trustee and each holder of Notes, Holder or shall supply to the Trustee for forwarding to each holdersuch Holder, without cost to such holderHolder, copies of such reports or and other information. At all times prior to the Registration, upon the request of any Holder of Notes or any prospective purchaser, the Company shall supply such Holder or prospective purchaser with the information required under Rule 144A under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information (including mathematical calculations) 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 all times prior to the earlier of the date of the Registration and the date that is 24 months from the Closing Date, the Company shall, at its cost, deliver to each Holder of the Notes quarterly and annual financial statements substantially equivalent to those which would be included in reports required to be filed under the Exchange Act. In addition, after the Rule 144A Availability Date and at all times prior to the Registration, upon the request of any Holder or any prospective purchaser of the Notes designated by a Holder, the Company shall supply to such Holder or such prospective purchaser the information required under Rule 144A under the Securities Act. The Company also shall comply with the other provisions of TIA Section 314(a). The Company shall notify the Trustee and each Holder upon the occurrence of the Rule 144A Availability Date.