Common use of Reports and Other Information Clause in Contracts

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report reports on Form 10-Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with the SEC reported on a Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer , a current report relating to (x) make available any information otherwise required to be included such event on a Form 8-K regarding the occurrence of or any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes successor or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentscomparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject to exceptions consistent with the presentation of information in the Offering Memorandum); provided, however, that the Issuer shall not be required so obligated to file such reports referred to in clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements or other and (iii) above with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 15 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Section 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a direct or indirect parent entity; provided that of the same Issuer (including HGV Parent) as long as any such parent entity of the Issuer provides a Guarantee of the Notes or, if such parent does not provide a Guarantee, if such financial information is accompanied by an explanation of selected financial metrics that show the material differences, if any, differences (in the Issuer’s sole discretion) between the information relating to such parent entityparent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently If with respect to any reporting period(s) covered in the furnishing applicable report, the Issuer’s Unrestricted Subsidiaries (other than the Unrestricted Securitization Subsidiaries) would, individually or making in the aggregate, constitute a “significant subsidiary” (as such information available term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Trustee pursuant to Section 4.03(aSecurities Act (as such regulation is in effect on the Issue Date)), then the Issuer shall post copies of such applicable annual and quarterly financial information required by Section 4.03(aclauses (a)(i) on and (a)(ii) above shall include a website supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (which may be nonpublic and may be maintained in a manner consistent with the presentation of information included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and informationRestricted Subsidiaries). (d) Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and contrary, the Trustee’s receipt thereof shall Issuer will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance be deemed to have failed to comply with any of the covenants its obligations hereunder for purposes of clause (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (eiii) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 with respect to the Issuer or any parent entityand such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after After the Issue Date, so long as any Notes are outstanding, the Issuer shall furnish to the Trustee no later than 15 days after Holders of the periods set forth belowNotes the following reports: (i) within 120 days after the end of each fiscal year, (x) all annual and quarterly financial information statements substantially in forms that would be required to be contained in an annual report a filing with the SEC on Form Forms 10-KK and 10-Q of the Issuer, or any successor or comparable formif the Issuer were required to file such forms, filed with the SEC, including plus a “Management’s discussion Discussion and analysis Analysis of Financial Condition and Results of Operations” substantially consistent with the section in the Offering Memorandum; (y) with respect to the annual and quarterly information, a presentation of “Adjusted EBITDA” of the Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial condition information; and results of operations” and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm;; and (ii) within 60 days after substantially the end of each of the first three fiscal quarters of each fiscal year, all financial same information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01 (only with respect to acquisitions that are “significant” at the 20% or any successor greater level pursuant to clauses (1) and (2) of the definition of “Significant Subsidiary” under Rule 1-02 of Regulation S-X only), 4.01, 4.02(a) and (b), 5.01 and 5.02 (b) (with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer only) and (c) (other than with respect to information otherwise required or comparable form contemplated by subclause (3) of such Item or by Item 402 of Regulation S-K) as in effect on the Issue Date if the Issuer had been were required to file such reports; provided, however, that (A) no such report shall be required to include as an exhibit, or to include a reporting company under Section 15(d) summary of the Exchange Actterms of, any employment or compensatory arrangement, agreement, plan or understanding between the Issuer (or any Parent Entity or its Subsidiaries) and any director, manager or officer, of the Issuer (or any Parent Entity or its Subsidiaries); provided that , (B) the foregoing Issuer shall not obligate the Issuer be required to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such of the events set forth in clause (2) above if the Issuer determines in its good-good faith judgment that such the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or whole, (yC) make available copies of any agreements, financial statements or other items that would no such report will be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or therein, (iiD) provide separate financial statements or other information contemplated by Rule no such report shall be required to comply with Regulation S-X including, without limitation, Rules 3-05, 3-09, 3-10 or 10, 3-16 or Article 11 thereof, (E) no such report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum, (F) in no event shall such reports be required to include as an exhibit copies of Regulation S-Xany agreements, financial statements or in each case any successor provisionsother items that would be required to be filed as exhibits under the SEC rules; provided that, if (G) trade secrets and other information that could cause competitive harm to the Issuer has designated and its Restricted Subsidiaries may be excluded from any disclosures; (H) such financial statements or information shall not be required to contain any “segment reporting”; (I) such financial statements and information may, at the election of the Issuer, be prepared in accordance with U.S. GAAP or IFRS; and (J) the Issuer may elect to change its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiariesfiscal year end, if taken together as one Subsidiary, would constitute a Significant Party, then in which case it will provide the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) paragraph in a report covering the transition period on substantially the same basis as if the Issuer were required to file a transition report with the SEC except that such transition report shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group not be due until 60 days (in the “Management’s discussion and analysis case of financial condition and results a transition report on Form 10-Q/T) or 120 days (in the case of operations.” In additiona transition report on Form 10-K/T), notwithstanding in each case after the foregoing, later of the date on which the Issuer will not be required elected to (i) comply with Sections 302, 906 and 404 change the fiscal year or the end of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act transition period. All such annual reports for periods ending after the Issue Date shall be furnished within 120 days after the end of 2002the fiscal year (which fiscal year ends on September 30 of each calendar year as of the date of this Indenture, as amended, or subject to clause (iiJ) otherwise furnish any information, certificates or of the immediately preceding paragraph) to which they relate; all such quarterly reports required by Items 307 or 308 for periods ending after the Issue Date shall be furnished within 60 days after the end of Regulation S-K. To the extent any fiscal quarter to which they relate; and all such information is not so filed or furnished, as applicable, current reports for triggering events occurring after the Issue Date shall be furnished within 15 days of the time periods due date specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. The Issuer will be deemed to have furnished the reports referred to in subclauses (1) and (2) of this Section 4.03(a) and if the Issuer or any Parent Entity has filed reports containing such information is subsequently filed (or furnishedany such information of a Parent Entity pursuant to the fourth succeeding paragraph) with the SEC. If the Issuer or any Parent Entity does not file reports containing such information with the SEC, as applicable, then the Issuer shall be deemed make available such information and such reports to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights Holder of the Holders under Article 6 hereof if Holders of at least 30% in principal amount Notes and to any beneficial owner of the then total outstanding Notes have declared the principalNotes, premiumin each case by posting such information on a password-protected website or online data system which shall require a confidentiality acknowledgment, if anyand shall make such information readily available to any bona fide prospective investor, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, securities analyst (to the extent not satisfied by providing analysis of investment in the foregoing, Notes) or any market maker in the Issuer shall, for so long Notes who agrees to treat such information as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entityconfidential; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic thereon and may be maintained by make readily available any password or other login information to any such bona fide prospective investor, securities analyst or market maker; provided, however, that the Issuer may deny access to any competitively sensitive information otherwise to be provided pursuant to this covenant to any such Holder, beneficial owner, bona fide prospective investor, securities analyst or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory maker to the Issuer. To the extent that the Issuer determines in good faith that it cannot make the provision of such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish information to such reports Person would be competitively harmful to the Holders of the NotesIssuer and its Subsidiaries; and provided, upon their request. The Issuer may condition the delivery of any such reports to further, that such Holders, beneficial owners, bona fide prospective investors in the Notes and investors, securities analysts and market making financial institutions on the agreement of such Persons makers shall agree to (iA) treat all such reports (and the information contained theretherein) and information as confidential, (iiB) not to use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iiiC) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateFor so long as any Notes are outstanding, the Issuer shall furnish deliver to the Trustee no later than 15 days after a copy of all of the periods set forth information and reports referred to below: (i) within 120 days after the end of each fiscal yearyear of the Reporting Entity (as defined below), all the consolidated financial information statements of the Reporting Entity for such year prepared in accordance with GAAP, together with a report thereon by the Reporting Entity’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be required to be contained included in an annual report Annual Report on Form 10-K, or any successor or comparable form, K (as in effect on the Issue Date) filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements SEC by the Issuer’s independent registered public accounting firmReporting Entity (if the Reporting Entity were required to prepare and file such form); (ii) within 60 days after the end of each of fiscal quarter (other than the first three fourth fiscal quarters quarter of each fiscal year, in respect of which the Issuer shall comply with clause (i) of this Section 4.02(a)) of the Reporting Entity, the condensed consolidated financial statements of the Reporting Entity for such quarter prepared in accordance with GAAP and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Reporting Entity (if the Reporting Entity were required to prepare and file such form); and (iii) within 15 days after the time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current reports of the Reporting Entity containing substantially all financial of the information that would be required to be contained filed in a quarterly current report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (a) and (b) (only to the extent relating to any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (xforegoing) make available any information otherwise required to be included on a Form 8-K regarding if the occurrence of any Reporting Entity were required to prepare and file such events form; provided, however, that no such current reports will be required to be delivered if the Issuer determines in its good-good faith judgment judgement that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes holders or the business, assets, operations, financial positions position or prospects of the Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) whole. In addition to providing such information to the Trustee, the Issuer shall make available copies to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website or on IntraLinks or any agreementscomparable online data system or website. Notwithstanding the foregoing, financial statements or other items that would (A) neither the Issuer nor another Reporting Entity will be required to deliver any information, certificates or reports that would otherwise be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act Section 302 or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or 308 of Regulation S-K. To K or (ii) Item 10(e) of Regulation S-K promulgated by the extent SEC with respect to any such information is not so filed or furnishednon-generally accepted accounting principles financial measures contained therein, as applicable, within the time periods specified in this Section 4.03(a(B) and such information is subsequently filed or furnished, as applicable, neither the Issuer shall nor another Reporting Entity will be deemed required to have satisfied its obligations with respect thereto at such time and provide any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights financial information required by Rule 3-09, Rule 13-01 or Rule 13-02 of the Holders Regulation S-X or any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any successor or comparable forms) or related rules under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principalRegulation S-K, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the (C) information required to be delivered pursuant provided shall be subject to Rule 144A(d)(4exceptions, exclusions and other differences consistent with the presentation of financial and other information in the Offering Memorandum and (D) under the Securities Acttrade secrets and other proprietary information may be excluded from any disclosures. (b) The Issuer may satisfy its obligations financial statements, information and other documents required to be provided as described in this Section 4.03 with respect 4.02 may be those of (i)(i) the Issuer or (i)(ii) any direct or indirect parent of the Issuer (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Issuer shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any material business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management, of the Issuer or (2) if otherwise, the financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is so delivered shall be accompanied by an explanation a reasonably detailed description of the material differences, if any, quantitative differences between the information relating to such parent entityparent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making The Issuer will make such information available electronically to prospective investors upon request. The Issuer shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Trustee holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Section 4.03(a), Rule 144A(d)(4) under the Securities Act. (d) The Issuer shall post copies hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information required by clauses (i) or (ii) of Section 4.03(a4.02(a) on a website (which may be nonpublic and, prior to the date of each such conference call, will announce the time and may be maintained by date of such conference call and either include all information necessary to access the Issuer call or a third party) to which access will be given to Holdersinform holders of the Notes, prospective investors in investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable). The foregoing requirements to hold conference calls shall be deemed satisfied if the Issuer holds quarterly calls for its public equity holders and market making financial institutions that are reasonably satisfactory publicly announces the access information for such calls. (e) Notwithstanding the foregoing, the Issuer will be deemed to have delivered such reports and information referred to in this Section 4.02 to the Issuer. To holders, prospective investors, market makers, securities analysts and the extent Trustee for all purposes of this Indenture if the Issuer determines in good faith that it cannot make or another Reporting Entity has filed such reports available in with the manner described in SEC via the preceding sentence after the use of its commercially reasonable efforts, furnish ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied and the Issuer will be deemed to have delivered such reports and information referred to this Section 4.02 to the Holders of the NotesTrustee, upon their request. The Issuer may condition the delivery of any such reports to such Holdersholders, prospective investors in the Notes investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and market making financial institutions information that would be required to be provided on the agreement of Issuer’s publicly available website. The Trustee shall have no obligation to monitor whether the Issuer posts such Persons to (i) treat all such reports (reports, information and documents on the information contained there) and information as confidentialIssuer’s website or the SEC’s ▇▇▇▇▇ service, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose collect any such reports (and information from the information contained therein) and informationIssuer’s website or the SEC’s ▇▇▇▇▇ service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder. (df) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder under this Indenture (as to which the Trustee is entitled to conclusively rely exclusively on the Officer’s Certificates). (e) Notwithstanding any other . The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture, Indenture or to ascertain the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, correctness or otherwise of the right to receive additional interest on information or the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereofstatements contained therein. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided provided, that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of the Issuer, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principalprincipal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, outstanding the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateFor so long as any Notes are outstanding, the Issuer Issuers shall furnish to the Trustee no later than 15 days after a copy of all of the periods set forth information and reports referred to below: (i) within 120 105 days after the end of each fiscal year (provided, for the fiscal year prior to or during which the Arrangement is consummated, within 120 days after the end of such fiscal year), all financial annual reports of the Reporting Entity for such fiscal year containing the information that would be have been required to be contained in an annual report on Form 10-K, K (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements extent permitted to be excluded by the Issuer’s independent registered public accounting firmSEC or by IFRS; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear (provided, all financial for the fiscal quarters prior to or during which the Arrangement is consummated, within 90 days after the end of such fiscal quarters), quarterly reports of the Reporting Entity for such fiscal quarter containing the information that would be have been required to be contained in a quarterly report on Form 10-Q, Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the SECextent permitted to be excluded by the SEC or by IFRS; and (iii) promptly within 15 days after the occurrence of any time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current reports of the following events, Reporting Entity containing substantially all current reports of the information that would be required to be filed with the SEC in a current report on Form 8-K or under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01(a) and (b) (only to the extent relating to any successor or comparable form (of the foregoing) of Form 8-K if the Issuer Reporting Entity had been a reporting company under Section 15(d) of the Exchange Act); provided provided, however, that no such current reports (or Items thereof or all or a portion of the foregoing shall not obligate the Issuer to (xfinancial statements that would have otherwise been required thereby) make available any information otherwise will be required to be included on a Form 8-K regarding the occurrence of any such events delivered (or included) if the Issuer determines Issuers determine in its good-their good faith judgment that such event that would otherwise be required to be disclosed (or information) is not material to the Holders of the Notes holders or the business, assets, operations, financial positions position or prospects of the Issuer Issuers and its the Restricted Subsidiaries Subsidiaries, taken as a whole or (y) whole. In addition to providing such information and reports to the Trustee, the Issuers shall make available copies to the holders, prospective investors, market makers affiliated with any initial purchaser of any agreements, financial statements or other items that would be the Notes and securities analysts the information required to be filed as exhibits provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website (or the website of any of the Company’s parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. If at any time the Company or any direct or indirect parent of the Company has made a current report on Form 8-K: (A) good faith determination to file a registration statement with the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be SEC with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics initial public offering of such Unrestricted Subsidiaries as a group in the “Managemententity’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoingCapital Stock, the Issuer Issuers will not be required to disclose any information about such initial public offering or take any other actions with respect to such initial public offering that, in the good faith view of the Issuers, would violate the securities laws or the SEC’s “gun jumping” rules or otherwise have an adverse effect on such initial public offering. Notwithstanding the foregoing, (A) none of the Issuers nor any Reporting Entity will be required to furnish any information, certificates or reports that would otherwise be required by (i) comply with Sections 302, 906 and Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or 308 of Regulation S-K. To K or (ii) Item 10(e) of Regulation S-K promulgated by the extent SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (B) such reports will not be required to contain financial information is required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any successor or comparable forms) or related rules under Regulation S-K and (C) such reports shall not so filed be required to present compensation or furnishedbeneficial ownership information and such reports may be presented in accordance with IFRS prior to an Accounting Conversion Date. (b) The financial statements, information and other documents required to be provided as applicable, within the time periods specified described in this Section 4.03(a4.02 may be those of (i) the Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Company shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any material business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of, the Company or (2) if otherwise, the financial information so delivered shall be accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to the Issuers and the Restricted Subsidiaries on a standalone basis, on the other hand. (c) The Issuers will make such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed and reports available to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureprospective investors upon request. In addition, to the extent not satisfied by the foregoing, the Issuer The Issuers shall, for so long as any Notes are outstandingremain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (bd) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to Notwithstanding the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubtforegoing, the consolidating Issuers will be deemed to have furnished such reports and information referred to in this Section 4.02 to the proviso in Trustee, the preceding sentence need not holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or another Reporting Entity has filed (i) such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available or (ii) analogous reports pursuant to Canadian Securities Legislation on the Canadian Securities Administrators’ SEDAR website (or successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be auditeddeemed satisfied and the Issuers will be deemed to have delivered such reports and information referred to this Section 4.02 to the Trustee, holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Issuer’s website (or that of any of the Company’s parent companies, including the Reporting Entity). (ce) Substantially concurrently The Issuers will also hold quarterly conference calls, beginning with the furnishing or making first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts to discuss such financial information available to no later than ten Business Days after the Trustee pursuant to Section 4.03(a), the Issuer shall post copies distribution of such information required by clauses (i) or (ii) of Section 4.03(a4.02(a) on a website (which may be nonpublic and, prior to the date of each such conference call, will announce the time and may be maintained by date of such conference call and either include all information necessary to access the Issuer call or a third party) to which access will be given to Holdersinform holders of the Notes, prospective investors in investors, market makers affiliated with any initial purchaser of the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to how they can obtain such information, including, without limitation, the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to applicable password or login information (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and informationif applicable). (df) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only and the Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s each Issuers’ respective compliance with any of the covenants hereunder covenant (as to which the Trustee is entitled to conclusively rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, . The Trustee shall have no liability or responsibility for the 365 days after the occurrence of such an Event of Default consist exclusivelycontent, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (filing or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any timeliness of any parent entity’s) equity investors and analysts). The conference call shall be following report delivered or filed under or in connection with this Indenture or the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03transactions contemplated hereunder.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer shall furnish will provide to the Trustee no later than 15 days after and, upon request, the periods set forth Holders, a copy of all of the information and reports referred to below: (i) within 120 days after the end of each fiscal year, all financial information that would year (or such shorter period as may be required to by the Commission, or such longer period as may be contained in an permitted by Rule 12b-25 of the Exchange Act), annual report reports on Form 10-K, K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); provided, filed with that, if the SECIssuer is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the Issuer shall provide audited annual consolidated financial statements by and such other information that would have been required to be contained in a Form 10-K (or any successor or comparable form) if it were subject to Section 13 or 15(d) of the Issuer’s independent registered public accounting firm;Exchange Act, (ii) within 60 90 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such shorter period as may be required by the Commission, all or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10-Q (or any successor or comparable form); provided, that, if the Issuer is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer shall provide unaudited quarterly consolidated financial statements and such other information that would be have been required to be contained in a quarterly report on Form 10-Q, Q (or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required if it were subject to be filed with the SEC on Form 8-K Section 13 or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that , (iii) promptly from time to time after the foregoing shall not obligate the Issuer to (x) make available any information otherwise occurrence of an event required to be included therein reported (and in any event within 15 days following the time period specified for filing current reports on Form 8-K by the Commission), such other reports on Form 8-K (or any successor or comparable form); provided, that, if the Issuer is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer shall provide such information that would have been required to be contained in a Form 8-K regarding the occurrence of (or any such events successor or comparable form) if the Issuer determines in its good-faith judgment that such event that would otherwise be required it were subject to be disclosed is not material to the Holders Section 13 or 15(d) of the Notes or the businessExchange Act, assetsand (iv) any other information, operations, financial positions or prospects of the Issuer documents and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that reports which MPM would be required to be filed as exhibits file with the Commission if it were subject to a current report on Form 8-KSection 13 or 15(d) of the Exchange Act. (b) In the event that: (Ai) the entry into rules and regulations of the Commission permit MPM and any direct or termination indirect parent of MPM to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material agreements;respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of MPM, or (Bii) significant acquisitions any direct or dispositions (which indirect parent of MPM becomes a Note Guarantor, MPM shall only be permitted to satisfy its foregoing obligations with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate relating to MPM by furnishing financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisionsrelating to such parent; provided that, if that such financial information is accompanied by consolidating information that explains in reasonable detail the Issuer has designated differences between the information relating to such parent and any of its Subsidiaries as an Unrestricted Subsidiary other than MPM and such Unrestricted Subsidiary or group of Unrestricted its Subsidiaries, if taken together as on the one Subsidiaryhand, would constitute a Significant Party, then and the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoingrelating to MPM, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premiumNote Guarantors, if any, interest and any the other monetary obligations Subsidiaries on all a standalone basis, on the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer other hand. (c) MPM shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to securities analysts and prospective investorsof the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect . Notwithstanding the foregoing, MPM will be deemed to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to have furnished such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information reports referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available above to the Trustee pursuant to Section 4.03(a), and the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make Holders if MPM has filed such reports available in with the manner described in Commission via the preceding sentence after the use of its commercially reasonable efforts, furnish ▇▇▇▇▇ filing system and such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not are publicly disclose any such reports (and the information contained therein) and informationavailable. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer shall furnish Company will provide to the Trustee no later than 15 days after and, upon request, the periods set forth Holders, a copy of all of the information and reports referred to below: (i) within 120 days after the end of each fiscal year, all financial information that would year (or such shorter period as may be required to by the Commission, or such longer period as may be contained in an permitted by Rule 12b-25 of the Exchange Act), annual report reports on Form 10-K, K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); provided, filed with that, if the SECCompany is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the Company shall provide audited annual consolidated financial statements by and such other information that would have been required to be contained in a Form 10-K (or any successor or comparable form) if it were subject to Section 13 or 15(d) of the Issuer’s independent registered public accounting firm;Exchange Act, (ii) within 60 90 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such shorter period as may be required by the Commission, all or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports on Form 10-Q (or any successor or comparable form); provided, that, if the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide unaudited quarterly consolidated financial statements and such other information that would be have been required to be contained in a quarterly report on Form 10-Q, Q (or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required if it were subject to be filed with the SEC on Form 8-K Section 13 or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that , (iii) promptly from time to time after the foregoing shall not obligate the Issuer to (x) make available any information otherwise occurrence of an event required to be included therein reported (and in any event within 15 days following the time period specified for filing current reports on Form 8-K by the Commission), such other reports on Form 8-K (or any successor or comparable form); provided, that, if the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall provide such information that would have been required to be contained in a Form 8-K regarding the occurrence of (or any such events successor or comparable form) if the Issuer determines in its good-faith judgment that such event that would otherwise be required it were subject to be disclosed is not material to the Holders Section 13 or 15(d) of the Notes or Exchange Act, and (iv) any other information, documents and other reports which the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that Company would be required to be filed as exhibits file with the Commission if it were subject to a current report on Form 8-KSection 13 or 15(d) of the Exchange Act. (b) In the event that: (Ai) the entry into rules and regulations of the Commission permit the Company and any direct or termination indirect parent of the Company to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material agreements;respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company, or (Bii) significant acquisitions any direct or dispositions (which indirect parent of the Company becomes a Note Guarantor, the Company shall only be permitted to satisfy its foregoing obligations with respect to acquisitions or dispositions that are “significant” pursuant financial information relating to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required Company by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” furnishing financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisionsrelating to such parent; provided that, if that such financial information is accompanied by consolidating information that explains in reasonable detail the Issuer has designated differences between the information relating to such parent and any of its Subsidiaries as an Unrestricted Subsidiary other than the Company and such Unrestricted Subsidiary or group of Unrestricted its Subsidiaries, if taken together as on the one Subsidiaryhand, would constitute a Significant Party, then and the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in relating to the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoingCompany, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premiumNote Guarantors, if any, interest and any the other monetary obligations Subsidiaries on all a standalone basis, on the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer other hand. (c) The Company shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Holders and to securities analysts and prospective investorsof the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to . Notwithstanding the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubtforegoing, the consolidating information Company will be deemed to have furnished such reports referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available above to the Trustee pursuant to Section 4.03(a), and the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by Holders if the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make Company has filed such reports available in with the manner described in Commission via the preceding sentence after the use of its commercially reasonable efforts, furnish ▇▇▇▇▇ filing system and such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not are publicly disclose any such reports (and the information contained therein) and informationavailable. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer shall will furnish to the Trustee no later than within 15 days Business Days after the periods set forth below:applicable date such information would be required to be filed with the SEC if the Issuer were a reporting company under the Exchange Act as a non-accelerated filer (without giving effect to any extensions permitted by Rule 12b-25 of the Exchange Act): (i) within 120 days after annual reports, beginning with the end fiscal year ended December 31, 2024, containing substantially all of each fiscal year, all the financial information that would be have been required to be contained in an annual report Annual Report on Form 10-KK under the Exchange Act, or any successor or comparable form, filed with containing the SECfinancial and other information required to be contained therein, or required in such successor or comparable form as if the Issuer had been a reporting company under the Exchange Act for such period, including a “Management’s discussion Discussion and analysis Analysis of financial condition Financial Condition and results Results of operationsOperations” with respect to the periods presented and a an audit report on the annual financial statements by the Issuer’s independent registered public accounting firm; provided that no such report will be required to contain audited financial and other information for more than the two most recently completed fiscal years; (ii) within 60 days after quarterly reports, beginning with the end of each fiscal quarter ended March 31, 2025, containing substantially all of the first three fiscal quarters of each fiscal year, financial and other information that would have been required to be contained in a Quarterly Report on Form 10-Q containing all quarterly financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (as if the Issuer had been a reporting company under Section 15(d) of the Exchange Act)Act for such period, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, subject to normal year-end adjustments; provided that the foregoing shall not obligate the Issuer to and (xiii) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report reports on Form 8-K: (A) , or any successor or comparable form as if the entry into or termination of material agreementsIssuer had been a reporting company under the Exchange Act for such period; (Biv) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, provided that the Issuer shall make available such information to securities analysts and prospective purchasers of the Notes, in addition to providing such information to the Trustee, the Holders and the beneficial owners of the Global Notes, including by posting such information on an online data system or the website of any direct or indirect parent company of the Issuer; provided further that such reports required pursuant to clauses (i), (ii) and (iii) above (x) shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(eItems 402, 403, 405, 406, 407, 408 and 601 (other than 601(b)(2), (3), (4) and (10)) of Regulation S-K promulgated by the SEC and(y) shall not be required to comply with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule Rules 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisionsX promulgated by the SEC; provided further that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, (i) such financial and other information may be prepared on a GAAP or International Financial Reporting Standards (“IFRS”) basis, (ii) no such report shall be required to provide any information that is not otherwise similar in scope to information currently included in the Issuer Confidential Information Memorandum, (iii) in no event shall such reports be required to include management compensatory plans or arrangements and (iv) such information will not be required to contain any “segment information” but shall provide relevant information in a level of detail consistent with that disclosed in the Confidential Information Memorandum (iincluding with respect to financial performance) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To to the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a. (b) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, for so long as the Notes remain outstanding, to the extent not satisfied by the foregoingreports referred to in Section 4.03(a), the Issuer shall, for so long as any Notes are outstanding, shall furnish to Holders the Holders, beneficial owners of the Global Notes, prospective purchasers, broker-dealers and to securities analysts and prospective investorsanalysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof of such shall not constitute constructive notice of any information contained therein or determinable for from information contained thereinthere, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesCertificates with respect thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or any website or datasite under this Indenture. (ed) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03set forth above, if the Issuer (or any direct or indirect parent entity of the Issuer Issuer) has furnished the Holders of Notes and filed with the made available through ▇▇▇▇▇ or SEC filings the reports described in this Section 4.03 and information with respect to the Issuer or any parent entitydescribed in the preceding paragraphs, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03. (e) Following each fiscal quarter, the Issuer will participate in conference calls to discuss its results of operations for the period since the previous conference call. The conference call will be held following the distribution of the information called for by Section 4.03(a) and not later than five Business Days following the time that the Issuer distributes the information as set forth in Section 4.03(a) with respect to such quarter. No fewer than two days prior to the conference call, the Issuer will issue a press release or otherwise announce the time and date of such conference call and provide instructions for Holders, beneficial owners of Global Notes, prospective purchasers, broker-dealers and securities analysts to obtain access to such call. (f) In addition, to the extent not satisfied by the reports referred to in Section 4.03(a), the Issuer shall furnish to the Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECSo long as any Notes are outstanding, from and after the Issue Date, the Issuer shall EPE Holdings will furnish to the Trustee no later than 15 days after and the periods set forth belowholders: (i) within 120 15 days after the end time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of each the Reporting Entity for such fiscal year, all financial year containing the information that would be have been required to be contained in an annual report on Form 10-K, K (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the extent permitted to be excluded by the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 15 days after the end of each time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports of the first three Reporting Entity for such fiscal quarters of each fiscal year, all financial quarter containing the information that would be have been required to be contained in a quarterly report on Form 10-Q, Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the extent permitted to be excluded by the SEC; and (iii) promptly within 15 days after the occurrence of any time specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current reports containing substantially all of the following events, all current reports information that would be required to be filed with the SEC in a Current Report on Form 8-K or under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Item 5.01, 5.02 (other than compensation information), 5.03(b) and Item 9.01 (only to the extent relating to any successor or comparable form (of the foregoing) of Form 8-K if the Issuer EPE Holdings had been a reporting company under Section 15(d) of the Exchange Act); provided provided, however, that the foregoing shall not obligate the Issuer to (x) make available any information otherwise no such current reports will be required to be included on a Form 8-K regarding the occurrence of any such events furnished if the Issuer EPE Holdings determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes holders or the business, assets, operations, financial positions position or prospects prospectus of the Issuer EPE Holdings and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) whole. In addition to providing such information to the Trustee, EPE Holdings shall make available copies to the holders, prospective investors, market makers affiliated with any initial purchaser of any agreements, financial statements or other items that would be the Notes and securities analysts the information required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” provided pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to foregoing clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements or other (iii), by posting such information contemplated by Rule 3-09, 3-10 to its website or 3-16 of Regulation S-X, on IntraLinks or in each case any successor provisions; provided that, if the Issuer comparable online data system or website. If EPE Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of EPE Holdings, then the annual and quarterly information required to be provided by clauses (1i) and (2ii) of this Section 4.03(a4.02(a) shall include a presentation reasonably detailed presentation, either on the face of selected the financial metrics of such Unrestricted Subsidiaries as a group statements or in the “Management’s discussion and analysis footnotes thereto, of the financial condition and results of operationsoperations of EPE Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.” In addition, notwithstanding (b) Notwithstanding the foregoing, the Issuer (i) EPE Holdings will not be required to furnish any information, certificates or reports that would otherwise be required by (iA) comply with Sections 302, 906 and Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or 308 of Regulation S-K. To K, or (B) Item 10(e) of Regulation S-K promulgated by the extent SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (ii) such reports will not be required to contain the separate financial information for guarantors or Subsidiaries whose securities are pledged to secure the notes contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X, and (iii) such reports shall not be required to present compensation or beneficial ownership information. (c) The financial statements, information and other documents required to be provided as described above, may be those of (i) EPE Holdings, (ii) Opco or (iii) any direct or indirect parent of EPE Holdings (any such information is not entity, a ‘‘Reporting Entity’’), so filed or furnished, long as applicable, within in the time periods specified in this Section 4.03(acase of (ii) and (iii), EPE Holdings or such direct or indirect parent of EPE Holdings shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of Opco; provided that, if the financial information is subsequently filed so furnished relates to Opco or furnished, as applicablesuch direct or indirect parent of EPE Holdings, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights same is accompanied by a reasonably detailed description of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of quantitative differences between the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes information relating to be due and payable immediately and such declaration shall not have been rescinded Opco or cancelled prior to such cureparent, on the one hand, and information relating EPE Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand. In addition, EPE Holdings will make such information available to the extent not satisfied by the foregoingprospective investors upon request. (d) In addition, the Issuer EPE Holdings shall, for so long as any Notes are outstandingremain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 . EPE Holdings will also hold quarterly conference calls, beginning with respect the fiscal quarter ending March 31, 2013, for all holders and securities analysts to discuss such financial information relating to no later than five business days after the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies distribution of such information required by Section 4.03(aSections 4.02(a)(i) on a website and (which may be nonpublic ii) and may be maintained by prior to the Issuer date of each such conference call, announcing the time and date of such conference call and either including all information necessary to access the call or a third party) to which access will be given to Holdersinforming holder of Notes, prospective investors in investors, market makers affiliated with any initial purchaser of the Notes and securities analysts and market making financial institutions how they can obtain such information, including, without limitation, the applicable password or other login information; provided that are reasonably satisfactory quarterly conference calls held by Opco shall be deemed to satisfy the Issuer. To the extent the Issuer determines requirement in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to this clause (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and informationd). (de) Notwithstanding the foregoing, EPE Holdings will be deemed to have furnished the reports referred to in this Section 4.02 to the Trustee and the holders if EPE Holdings or another Reporting Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied by the posting of reports that would be required to be provided to the holders on Opco’s website (or that of any of Opco’s parent companies). (f) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s Issuers’ compliance with any of the their covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer Company shall furnish to the Trustee no later than 15 days Holders (with a copy to the Trustee): (1) (A) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) with respect to the annual and quarterly information, a presentation of EBITDA and Adjusted EBITDA of the Company substantially consistent with the presentation thereof in the Offering Circular and derived from such financial information, and (C) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) promptly after the periods set forth below: (i) within 120 days after occurrence of an event required to be therein reported, such other information containing substantially the end of each fiscal year, all financial same information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed filings with the SEC on Form 8-K or any successor or comparable form under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (if the Issuer had been a reporting company under Section 15(dc) of the Exchange Act); provided that the foregoing shall not obligate the Issuer (other than with respect to (x) make available any information otherwise required or contemplated by Item 402 of Regulation S-K promulgated by the SEC) as in effect on the Effective Date if the Company were required to file such reports; provided, however, that no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer of the Company (or any of its Subsidiaries); provided, however, that (i) in no event shall such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Company, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required under (a) Rule 3-09 of Regulation S-X, (b) Rule 3-10 of Regulation S-X or (c) Rule 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein, (iii) no such reports referenced under clause (2) above shall be required to be included on a Form 8-K regarding the occurrence of any such events furnished if the Issuer Company determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, operations or financial positions or prospects position of the Issuer Company and its the Restricted Subsidiaries Subsidiaries, taken as a whole or whole, (yiv) make available in no event shall such reports be required to include any information that is not otherwise similar to information included in the Offering Circular, other than with respect to reports provided under clause (2) above and (v) in no event shall reports referenced in clause (2) above be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: K except for (Ax) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be extent reasonably available and, in any case with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued pro forma financial statements; (I) change , to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual reports shall be furnished within 120 days after the end of control transactions; (J) triggering events the fiscal year to which they relate, and all such quarterly reports shall be furnished within 60 days after the end of the fiscal quarter to which they relate. At any time that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its the Company’s Subsidiaries as an are Unrestricted Subsidiary Subsidiaries and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of the Company, then the quarterly and annual and quarterly financial information required by clauses (1) and (2) of this Section 4.03(a) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics of such Unrestricted Subsidiaries as a group statements or in the footnotes thereto, in the “Management’s discussion Discussion and analysis Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 operations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Company and Restricted Subsidiaries separate from the financial condition and results of 2002operations of such Unrestricted Subsidiaries of the Company. Notwithstanding any provision to the contrary in this Indenture, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To to the extent any such of the information required to be furnished pursuant to Section 4.03(a) is not so filed or furnished, as applicable, furnished within the time periods specified in this Section 4.03(a) above and such information is subsequently filed or furnished, as applicable, the Issuer shall Company will be deemed to have satisfied its obligations with respect thereto at with effect from such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided that cured with effect from such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so time. (b) So long as any Notes are outstanding, furnish the Company shall also make available such information and such reports (as well as the details regarding the conference call described below) to Holders and any Holder and, upon request, to any beneficial owner of the Notes, securities analysts providing analysis of investment in the Notes and market makers, in each case by posting such information on its website, on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any Holder, any prospective investorsinvestor in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. any securities analyst (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information relating to as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a parent entityconfidentiality acknowledgment; provided that the same Company shall post such information thereon and make readily available any password or other login information to any such Holder, prospective investor, securities analyst or market maker; provided, further, however, the Company may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is accompanied by an explanation a competitor of the material differences, if any, between the information relating to such parent entity, on the one hand, Company and the information relating its Subsidiaries to the Issuer and its Restricted Subsidiaries on a standalone basis, on extent that the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer Company determines in good faith that it cannot make the provision of such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish information to such reports Person would be competitively harmful to the Holders of the NotesCompany and its Subsidiaries; and provided, upon their request. The Issuer may condition the delivery of any such reports to still further, that such Holders, prospective investors in the Notes and securities investors, security analysts and or market making financial institutions on the agreement of such Persons makers shall agree to (i) treat all such reports (and the information contained theretherein) and information as confidential, (ii) not use such reports (and the information contained therein) and information therein for any purpose other than their investment or potential investment in the Notes (but shall be authorized to trade the Company’s securities) and (iii) not publicly disclose any such reports (and the information contained therein). The Company will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) and to discuss such financial information (including a customary Q&A session) no later than two (2) Business Days after distribution of such financial information. (c) To the extent not satisfied by this Section 4.03, the Company shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (d) The Company may satisfy its obligations under this Section 4.03 with respect to financial information and a conference call relating to the Company by furnishing financial information and holding a conference call relating to (i) MultiPlan or (ii) any Parent Entity of the Company instead of the Company; provided that to the extent financial information related to MultiPlan or such Parent Entity, as applicable, is provided, such information is accompanied by consolidating information, which may be unaudited and be contained in a separate document, that explains in reasonable detail the material differences between the information of MultiPlan and its Subsidiaries or such Parent Entity and its Subsidiaries, as applicable, on the one hand, and the information relating to the Company and its Subsidiaries on a stand-alone basis, on the other hand. (e) The Company shall be deemed to have furnished the reports referred to in Sections 4.03(a)(i) and (ii) if the Company or any Parent Entity of the Company has filed reports containing such information with the SEC. (f) Delivery of such reports, information and documents provided for under this Section 4.03 to the Trustee is for informational purposes only and the Trustee’s receipt thereof of such shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any GuarantorCompany’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no responsibility whatsoever to determine whether any filing or posting referred to in this Section 4.03 has occurred. (eg) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary set forth in this Section 4.03, if at any time the Issuer Company or any parent entity Parent Entity of the Issuer Company has furnished the Holders of Notes and filed made a good faith determination to file a registration statement with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent an initial public offering of such entity’s Capital Stock, the Issuer shall Company will not be deemed required to be disclose any information or take any actions that, in compliance with the provisions good faith view of this Section 4.03the Company, would violate applicable securities laws or the SEC’s “gun jumping” rules.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the fiscal year ending after the Issue Date), all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firmor required in such successor or comparable form; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all financial quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with reported on a Form 8-K or any successor or comparable form if the SEC Issuer had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information in the Offering Memorandum); provided, however, that the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an exchange offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event the Issuer had been a reporting company under Section shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act); provided provided, further, that until such time as the foregoing consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, the Issuer shall not obligate the Issuer be required to (i) in the case of (x) clauses (i) and (ii) provide any information beyond the financial information that would be required to be contained in an annual or quarterly report on Form 10-K or 10-Q, as applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and (y) clause (iii) make available any information otherwise required to be included on a Form 8regarding director and management compensation or the occurrence of any of the events set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)-(f), 5.03-K 5.08, ▇, ▇, ▇ ▇▇ ▇ ▇▇ ▇▇▇▇ ▇-▇, (▇▇) make available any information regarding the occurrence of any such of the events set forth in Items 1.01 or 1.02 of Form 8-K if the Issuer determines in its good-good faith judgment that such the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or whole, (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (iiii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (iiother than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (iv) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of comply with Regulation S-X, X or contain all purchase accounting adjustments relating to the Acquisition Transactions to the extent it is not practicable to include any such adjustments in each case such report or (v) provide any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group that is not otherwise similar to information currently included in the “Management’s discussion and analysis of financial condition and results of operations.” Offering Memorandum. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled K prior to such curethe consummation of an exchange offer or the effectiveness of a shelf registration statement. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section 4.03) to the Trustee is for information purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the compliance of the Issuer, the Guarantors and Holdings with covenants under this Indenture, the Notes, the Guarantees and the Collateral Documents, as to which the Trustee shall be entitled to rely exclusively on Officers’ Certificates. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the Notes; provided, that, if and so long as such parent entity; provided that company shall have Independent Assets or Operations, the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to Holdings (or such parent entity, as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt“Independent Assets or Operations” means, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer Holdings or any such parent entitycompany, that Holdings or such parent company’s total assets or revenues, determined in accordance with GAAP and as shown on the Issuer shall be deemed to be in compliance with the provisions most recent financial statements of this Section 4.03Holdings or such parent company, is more than 3.0% of Holdings or such parent company’s corresponding consolidated amount.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s ▇▇▇▇▇ website) from and after the Issue Reset Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal yearyear (or, all financial information that would be required to be contained in an if the Spin-Off Transaction has not then been completed, 120 days for the first fiscal year ending after the Reset Date), annual report reports on Form 10-K, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or, all financial information that would be required to be contained in a quarterly report if the Spin-Off Transaction has not then been completed, 60 days for the first three fiscal quarters ending after the Reset Date), reports on Form 10-Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with the SEC reported on a Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer , a current report relating to (x) make available any information otherwise required to be included such event on a Form 8-K regarding the occurrence of or any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes successor or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentscomparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject to exceptions consistent with the presentation of information in the Offering Memorandum); provided, however, that the Issuer shall not be required so obligated to file such reports referred to in clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements or other and (iii) above with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 15 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Section 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a direct or indirect parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to Issuer (including HGV Parent) as long as any such parent entityentity of the Issuer provides a Guarantee of the Notes. (c) If with respect to any reporting period(s) covered in the applicable report, the Issuer’s Unrestricted Subsidiaries (other than the Unrestricted Securitization Subsidiaries) would, individually or in the aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such regulation is in effect on the one handIssue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information relating to included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(aSubsidiaries), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and contrary, the Trustee’s receipt thereof shall Issuer will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance be deemed to have failed to comply with any of the covenants its obligations hereunder for purposes of clause (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (eiii) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 with respect to the Issuer or any parent entityand such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the fiscal year ending December 31, all financial information that would be required to be contained in an 2012), annual report reports on Form 10-K, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firmor required in such successor or comparable form; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all financial quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with reported on a Form 8-K or any successor or comparable form if the SEC Issuer had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information in the Offering Memorandum); provided, however, that the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an exchange offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event the Issuer had been a reporting company under Section shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act); provided provided, further, that until such time as the foregoing consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, the Issuer shall not obligate the Issuer be required to (i) in the case of (x) clauses (i) and (ii) provide any information beyond the financial information that would be required to be contained in an annual or quarterly report on Form 10-K or 10-Q, as applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and (y) clause (iii) make available any information otherwise required to be included on a Form 8regarding director and management compensation or the occurrence of any of the events set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)-(f), 5.03-K 5.08, ▇, ▇, ▇ ▇▇ ▇ ▇▇ ▇▇▇▇ ▇-▇, (▇▇) make available any information regarding the occurrence of any such of the events set forth in Items 1.01 or 1.02 of Form 8-K if the Issuer determines in its good-good faith judgment that such the event that would otherwise be required to be disclosed is not material to the Holders holders of the Notes notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or whole, (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (iiii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (iiother than providing reconciliations of such non-GAAP information to extent included in the offering memorandum), (iv) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of comply with Regulation S-X, X or contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in each case such report or (v) provide any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group that is not otherwise similar to information currently included in the “Management’s discussion and analysis of financial condition and results of operations.” offering memorandum. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled K prior to such curethe consummation of an exchange offer or the effectiveness of a shelf registration statement. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the Notes; provided, that, if and so long as such parent entity; provided that company shall have Independent Assets or Operations, the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to Holdings (or such parent entity, as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt“Independent Assets or Operations” means, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer Holdings or any such parent entitycompany, that Holdings or such parent company’s total assets or revenues, determined in accordance with GAAP and as shown on the Issuer shall be deemed to be in compliance with the provisions most recent financial statements of this Section 4.03Holdings or such parent company, is more than 3.0% of Holdings or such parent company’s corresponding consolidated amount.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided provided, that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of the Issuer, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, furnished within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principalprincipal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, outstanding the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateFor so long as any Notes are outstanding, the Issuer shall furnish deliver to the Trustee no later than 15 days after a copy of all of the periods set forth information and reports referred to below: (i) within 120 30 days after the end time period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of each the Reporting Entity (as defined below) for such fiscal year, all financial year containing the information that would be have been required to be contained in an annual report on Form 10-K, K (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the extent permitted to be excluded by the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 15 days after the end of each time period specified in the SEC’s rules and regulations for non-accelerated filers, quarterly reports of the first three Reporting Entity for such fiscal quarters of each fiscal year, all financial quarter containing the information that would be have been required to be contained in a quarterly report on Form 10-Q, Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the extent permitted to be excluded by the SEC; and (iii) promptly within 15 days after the occurrence of any time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current reports of the following events, Reporting Entity containing substantially all current reports of the information that would be required to be filed with the SEC in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01, 5.02(b) and (c) (other than with respect to information otherwise required or any successor contemplated by subclause (3) of such Item or comparable form (by Item 402 of Regulation S-K) of Form 8-K if the Issuer Reporting Entity had been a reporting company under Section 15(d) of the Exchange Act); provided provided, however, that no such current reports (or Items thereof or all or a portion of the foregoing shall not obligate the Issuer to (xfinancial statements that would have otherwise been required thereby) make available any information otherwise will be required to be included on a Form 8-K regarding the occurrence of any such events delivered (or included) if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed (or information) is not material to the Holders of the Notes holders or the business, assets, operations, financial positions position or prospects of the Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) whole. In addition to providing such information to the Trustee, the Issuer shall make available copies to the holders, prospective investors and market makers affiliated with any initial purchaser of any agreementsthe Notes and, financial statements or other items that would be subject to the consent of the Issuer, securities analysts the information required to be filed as exhibits provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website (or the website of any of the Issuer’s parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. If at any time the Issuer or any direct or indirect parent of the Issuer has made a current report on Form 8-K: (A) good faith determination to file a registration statement with the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be SEC with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics Equity Offering of such Unrestricted Subsidiaries as a group in the “Managemententity’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoingCapital Stock, the Issuer will not be required to disclose any information or take any actions that, in the good faith view of the Issuer, would violate securities laws or the SEC’s “gun jumping” rules or otherwise have an adverse effect on such Equity Offering. Notwithstanding the foregoing, (A) neither the Issuer nor another Reporting Entity will be required to deliver any information, certificates or reports of the type that would otherwise be required by (i) comply with Sections 302, 906 and Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or 308 of Regulation S-K. To K or (ii) Item 10(e) of Regulation S-K promulgated by the extent SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (B) such reports will not be required to contain financial statements or information of the type required by Article 11 or Rule 3-05, Rule 3-09, Rule 3-10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any successor or comparable forms) or related rules under Regulation S-K, (C) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in the Offering Memorandum and shall not be required to present compensation or beneficial ownership information, (D) no such report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any parent or Subsidiary) and any director, manager or executive officer, of the Issuer (or parent or Subsidiary), (E) trade secrets and other proprietary information may be excluded from any disclosures, (F) such information is will not so filed be required to contain any “segment reporting”, (G) no financial statements or furnishedfinancial information of the type required by Item 9.01 of Form 8-K shall be required, as applicable(H) with respect to the Merger or any acquisition, within Investment or other transaction consummated after the time periods specified in Issue Date, the financial statements delivered pursuant to clause (ii) of this Section 4.03(a4.02(a) shall not be required to reflect purchase accounting adjustments relating thereto until the next delivery of financial statements under clause (i) of this Section 4.02(a) and (I) no such information is subsequently filed or furnishedreport will be required to include any disclosures on environmental, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time social and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded corporate governance data or cancelled prior to such cure. In addition, to the extent not satisfied by “ESG reporting.” Notwithstanding the foregoing, (x) the Issuer shall, time requirement set forth in clause (i) of this Section 4.02(a) shall be satisfied if the annual report for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information first fiscal year required to be delivered pursuant under this Section 4.02(a) is delivered within 150 days after the end of such fiscal year and (y) the time requirement set forth in clause (ii) of this Section 4.02(a) in respect of the first three quarterly reports required to Rule 144A(d)(4) be delivered under this covenant shall be satisfied if such quarterly reports are delivered within 90 days after the Securities Actend of such fiscal quarter. (b) The Issuer may satisfy its obligations financial statements, information and other documents required to be provided as described in this Section 4.03 with respect 4.02 may be those of (i) the Issuer or (ii) any direct or indirect parent of the Issuer (any such entity described in clause (i) or (ii) that provides such financial statements, information or other documents, a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of the Issuer shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any material business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of, the Issuer or (2) if otherwise, the financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is so delivered shall be accompanied by an explanation a reasonably detailed description of the material differences, if any, quantitative differences between the information relating to such parent entityparent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making The Issuer will make such information available electronically to prospective investors upon request. The Issuer shall, for so long as any Notes remain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to the Trustee holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Section 4.03(a)Rule 144A(d)(4) under the Securities Act. (d) Notwithstanding the foregoing, the Issuer will be deemed to have delivered such reports and information referred to in this Section 4.02 to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or another Reporting Entity has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall post copies be deemed satisfied and the Issuer will be deemed to have delivered such reports and information referred to this Section 4.02 to the Trustee, holders, prospective investors, market makers and securities analysts for all purposes of this Indenture by the posting of reports and information that would be required to be provided on the Issuer’s website (or that of any of the Issuer’s parent companies, including the Reporting Entity). The Trustee shall have no obligation to monitor whether the Issuer posts such reports, information and documents on the Issuer’s website (or that of any of the Issuer’s parent companies, including the Reporting Entity) or the SEC’s ▇▇▇▇▇ service, or collect any such information from the Issuer’s (or any of the Issuer’s parent companies’) website or the SEC’s ▇▇▇▇▇ service. The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder. (e) Beginning with the first full fiscal quarter ending after the Issue Date, the Issuer will hold quarterly conference calls for all holders of the Notes, prospective investors and market makers affiliated with any initial purchaser of the Notes to discuss such financial information no later than ten Business Days after the distribution of such information required by clause (i) or clause (ii) of Section 4.03(a) on a website (which may be nonpublic and may be maintained by 4.02(a); provided that, for so long as the Issuer or any direct or indirect parent of the Issuer is a third party) to which access public company, no conference call will be given required for any fiscal period unless the Issuer or such direct or indirect parent of the Issuer, as applicable, holds a public earnings call in respect of such fiscal period (and, in that case, the quarterly conference call required pursuant to Holders, prospective investors in this Section 4.02(e) will be held no later than ten Business Days after the Notes and securities analysts and market making financial institutions that are reasonably satisfactory date of such public earnings call). Prior to the Issuer. To the extent date of each such conference call, the Issuer determines in good faith that it cannot make will announce the time and date of such reports available in conference call and either include all information necessary to access the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders call or inform holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in and market makers affiliated with any initial purchaser of the Notes and securities analysts and market making financial institutions on how they can obtain such information, including, without limitation, the agreement of such Persons to applicable password or login information (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and informationif applicable). (df) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively conclusively on any Officer’s CertificatesCertificate). (e) Notwithstanding any other . The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture, Indenture or to ascertain the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, correctness or otherwise of the right to receive additional interest on information or the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereofstatements contained therein. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of the Issuer, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish to file with the Trustee no later than 15 days after the periods set forth belowSEC: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the fiscal year ending December 31, all financial information that would be required to be contained in an 2011), annual report reports on Form 10-K, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firmor required in such successor or comparable form; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all financial quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any within five (5) Business Days of the following events, all current reports that date on which an event would be have been required to be filed with reported on a Form 8-K or any successor or comparable form if the SEC Issuer had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentsform; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject, in the case of required financial information, to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above); provided, however, that the Issuer shall not be required so obligated to file such reports with the SEC (iA) comply with Regulation G under if the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein SEC does not permit such filing or (iiB) provide separate financial statements prior to the consummation of an exchange offer or other the effectiveness of a Shelf Registration Statement as required by the applicable Registration Rights Agreement, in which event the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 15 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Sections 13 or 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shallagrees that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act; provided, further, that any report required to be delivered under clause (i) or (ii) of this Section 4.03(a) prior to the completion of the first full fiscal year following the Issue Date shall not be required to comply with Regulation S-X or contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in such report. (b) The In the event that any direct or indirect parent company of the Issuer of which the Issuer is a Wholly-Owned Subsidiary becomes a Guarantor, the Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a such parent; provided, that, if and so long as such parent entity; provided that company shall have Independent Assets or Operations, the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to such parent entityparent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt“Independent Assets or Operations” means, the consolidating information referred with respect to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential its investment in the Notes and (iii) not publicly disclose any such reports (Issuer and the information contained therein) Restricted Subsidiaries), determined in accordance with GAAP and information. (d) Delivery as shown on the most recent balance sheet of such reportsparent company, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence more than 3.0% of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereofparent company’s corresponding consolidated amount. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer shall furnish will provide to the Trustee no later than 15 days after and, upon request, to beneficial owners of the periods set forth Notes, a copy of all of the information and reports referred to below: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days with respect to the fiscal year ended December 31, 2011 or in all cases such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), annual audited financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with statements of the SEC, Reporting Entity for such fiscal year including a “Management’s discussion Discussion and analysis Analysis of financial condition Financial Condition and results Results of operationsOperations” with respect to the periods presented and a report on the annual financial statements by the IssuerReporting Entity’s independent registered public accounting firmfirm (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum); (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 90 days with respect to the fiscal quarter ended March 31, 2012 or in all cases such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), unaudited financial statements of the Reporting Entity for the interim period as of, and for the period ending on, the end of such fiscal quarter including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum); and (iii) within 15 days after the time period specified for filing current reports on Form 8-K by the SEC, current reports containing substantially all of the information that would be required to be contained filed in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC Current Report on Form 8-K or under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (other than compensation information), 5.03(b) and Item 9.01 (only to the extent relating to any successor or comparable form (of the foregoing) of Form 8-K if the Issuer had been a reporting company companies under Section 15(d) of the Exchange Act); provided : provided, however, that the foregoing shall not obligate the Issuer to (x) make available any information otherwise no such current report will be required to be included on a Form 8-K regarding the occurrence of any such events furnished if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes holders or the business, assets, operations, financial positions position or prospects of the Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or belowwhole; provided, however, that the Issuer shall not be time period during which information is required to be provided pursuant to clauses (i) comply with Regulation G under the Exchange Act or Item 10(e(ii) of Regulation S-K this paragraph shall be extended by 30 days with respect to any “nonperiod during which the Reporting Entity elects to change from IFRS to GAAP for its or its Subsidiaries’ financial reporting (and the Issuer shall provide notice to the Trustee of such 30-GAAP” financial day extension upon such change). In addition to providing such information contained therein or to the Trustee, the Issuer shall make available to the holders, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts the information required to be provided pursuant to clauses (i), (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2iii) of this Section 4.03(aparagraph, by posting to such information to its website or on IntraLinks or any comparable password-protected online data system or website. (b) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding Notwithstanding the foregoing, (a) the Issuer will not be required to furnish any information, certificates or reports that would otherwise be required by (i) comply with Sections 302, 906 and Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or 308 of Regulation S-K. To K, or (ii) Item 10(e) of Regulation S-K promulgated by the extent SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain the separate financial information for Guarantors or Subsidiaries whose securities are pledged to secure the Notes contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X, and (c) such reports shall not be required to present compensation or beneficial ownership information. (c) The Issuer will be deemed to have furnished such reports referred to in clause (a) above to the Trustee and the holders if the Issuer or any other Reporting Entity has filed such information is not so filed with the SEC via the ▇▇▇▇▇ (or furnished, as applicable, within the time periods specified in this Section 4.03(asuccessor) filing system and such information is subsequently filed or furnished, publicly available. (d) For so long as applicable, the Issuer shall has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required to be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect by this Section 4.02 will include a reasonably detailed presentation, either on the rights face of the Holders under Article 6 hereof if Holders financial statements or in the footnotes thereto, and in the “Management’s Discussion and Analysis of at least 30% in principal amount Financial Condition and Results of Operations” or other comparable section, of the then total outstanding Notes have declared financial condition and results of operations of the principal, premium, if any, interest Issuer and any other monetary obligations on all its Restricted Subsidiaries separate from the then outstanding Notes to be due financial condition and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to results of operations of the Unrestricted Subsidiaries of the Issuer. (e) To the extent not satisfied by the foregoing, the Issuer shallwill agree that, for so long as any Notes are outstanding, it will furnish to Holders holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct (or any successor provision). (bf) The Issuer financial statements, information and other documents required to be provided as described above, may satisfy be those of (i) the Issuer, (ii) Holdings or (iii) any direct or indirect parent of Holdings (any such entity, a “Reporting Entity”), so long as in the case of (ii) and (iii), Holdings or such direct or indirect parent of Holdings shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its obligations in this Section 4.03 with respect to direct or indirect ownership of all of the Equity Interests in, and its management of the Issuer; provided that, if the financial information relating so furnished relates to the Issuer by furnishing financial information relating Holdings or to a such direct or indirect parent entity; provided that of Holdings, the same is accompanied by an explanation a reasonably detailed description of the material differences, if any, quantitative differences between the information relating to Holdings or to such parent entityparent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (dg) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificatescertificates). (eh) Notwithstanding any other provision So long as Notes are outstanding, the Issuer will also: (i) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by clauses (a)(i) and (a)(ii) of this IndentureSection 4.02, hold a conference call to discuss such reports and the sole remedy for an Event results of Default relating to the failure to comply with the reporting obligations described under this covenant, shall operations for the 365 days after relevant reporting period; and (ii) post to its website or on IntraLinks or any comparable password- protected online data system, which will require a confidentiality acknowledgment (but not restrict the occurrence recipients of such an Event information in trading of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter securities of the Issuer and not later than 20 Business Days from or its affiliates), prior to the time that date of the Issuer distributes the financial information as set forth conference call required to be held in accordance with subclause (i) of this Section 4.03(a4.02(h). The Issuer shall issue a press release , announcing the time and date of such conference call (which date may be and either including all information necessary to access the same date on which call or informing holders of Notes, prospective investors, market makers affiliated with any initial purchaser of the press release is issued) Notes and providing instructions for Holders, securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information. (i) Any person who seeks to participate in any conference calls or requests or accesses the financial statements, information and prospective investors other documents, in each case, required by this Section 4.02, will be required to obtain access represent to such call; provided, however, that such press release can be distributed solely the Issuer (to certified users the Issuer’s reasonable good faith satisfaction) that: (i) it is a holder of the website described Notes, a beneficial owner of the Notes, a prospective investor in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03Notes, if a market maker or an analyst covering the Issuer or any parent entity the Notes; and (ii) it is not a Person (which includes such Person’s parents, sister companies or subsidiaries) that (i) is a customer of the Issuer has furnished the Holders or its Subsidiaries principally engaged in a Similar Business or (ii) derives a significant portion of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions its revenues from operation of this Section 4.03a Similar Business.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer Company shall furnish to the Trustee no later than 15 days Holders (with a copy to the Trustee): (1) (A) all annual and quarterly financial statements substantially in forms that would be required to be contained in a filing with the SEC on Forms 10-K and 10-Q of the Company, if the Company were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) with respect to the annual and quarterly information, a presentation of EBITDA and Adjusted EBITDA of the Company substantially consistent with the presentation thereof in the Offering Circular and derived from such financial information, and (C) with respect to the annual financial statements only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) promptly after the periods set forth below: (i) within 120 days after occurrence of an event required to be therein reported, such other information containing substantially the end of each fiscal year, all financial same information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed filings with the SEC on Form 8-K or any successor or comparable form under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (if the Issuer had been a reporting company under Section 15(dc) of the Exchange Act); provided that the foregoing shall not obligate the Issuer (other than with respect to (x) make available any information otherwise required or contemplated by Item 402 of Regulation S-K promulgated by the SEC) as in effect on the Effective Date if the Company were required to file such reports; provided, however, that no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer of the Company (or any of its Subsidiaries); provided, however, that (i) in no event shall such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Company, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required under (a) Rule 3-09 of Regulation S-X, (b) Rule 3-10 of Regulation S-X or (c) Rule 3-16 of Regulation S-X, respectively, promulgated by the SEC, (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein, (iii) no such reports referenced under clause (2) above shall be required to be included on a Form 8-K regarding the occurrence of any such events furnished if the Issuer Company determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, operations or financial positions or prospects position of the Issuer Company and its the Restricted Subsidiaries Subsidiaries, taken as a whole or whole, (yiv) make available in no event shall such reports be required to include any information that is not otherwise similar to information included in the Offering Circular, other than with respect to reports provided under clause (2) above and (v) in no event shall reports referenced in clause (2) above be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: K except for (Ax) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be extent reasonably available and, in any case with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued pro forma financial statements; (I) change , to include only pro forma revenues, Consolidated EBITDA and capital expenditures in lieu thereof. All such annual reports shall be furnished within 120 days after the end of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangementthe fiscal year to which they relate, and all such quarterly reports shall be furnished within 60 days after the end of the fiscal quarter to which they relate; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, provided that the Issuer quarterly reports for the first fiscal quarter ending after the Effective Date shall not be required to (i) comply with Regulation G under furnished within 75 days after the Exchange Act or Item 10(e) end of Regulation S-K with respect to such fiscal quarter. At any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated time that any of its the Company’s Subsidiaries as an are Unrestricted Subsidiary Subsidiaries and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of the Company, then the quarterly and annual and quarterly financial information required by clauses (1) and (2) of this Section 4.03(a) shall the preceding paragraph will include a presentation reasonably detailed presentation, either on the face of selected the financial metrics of such Unrestricted Subsidiaries as a group statements or in the footnotes thereto, in the “Management’s discussion Discussion and analysis Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 operations of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Company and Restricted Subsidiaries separate from the financial condition and results of 2002operations of such Unrestricted Subsidiaries of the Company. Notwithstanding any provision to the contrary in this Indenture, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To to the extent any such of the information required to be furnished pursuant to Section 4.03(a) is not so filed or furnished, as applicable, furnished within the time periods specified in this Section 4.03(a) above and such information is subsequently filed or furnished, as applicable, the Issuer shall Company will be deemed to have satisfied its obligations with respect thereto at with effect from such time and any Default or Event of Default with respect thereto shall be deemed to have been cured; provided that cured with effect from such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so time. (b) So long as any Notes are outstanding, furnish the Company shall also make available such information and such reports (as well as the details regarding the conference call described below) to Holders and any Holder and, upon request, to any beneficial owner of the Notes, securities analysts providing analysis of investment in the Notes and market makers, in each case by posting such information on its website, on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any Holder, any prospective investorsinvestor in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. any securities analyst (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information relating to as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a parent entityconfidentiality acknowledgment; provided that the same Company shall post such information thereon and make readily available any password or other login information to any such Holder, prospective investor, securities analyst or market maker; provided, further, however, the Company may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is accompanied by an explanation a competitor of the material differences, if any, between the information relating to such parent entity, on the one hand, Company and the information relating its Subsidiaries to the Issuer and its Restricted Subsidiaries on a standalone basis, on extent that the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer Company determines in good faith that it cannot make the provision of such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish information to such reports Person would be competitively harmful to the Holders of the NotesCompany and its Subsidiaries; and provided, upon their request. The Issuer may condition the delivery of any such reports to still further, that such Holders, prospective investors in the Notes and securities investors, security analysts and or market making financial institutions on the agreement of such Persons makers shall agree to (i) treat all such reports (and the information contained theretherein) and information as confidential, (ii) not use such reports (and the information contained therein) and information therein for any purpose other than their investment or potential investment in the Notes (but shall be authorized to trade the Company’s securities) and (iii) not publicly disclose any such reports (and the information contained therein). The Company will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) and to discuss such financial information (including a customary Q&A session) no later than two (2) Business Days after distribution of such financial information; provided that the conference call for the fiscal quarter ending prior to the Effective Date shall be held no later than ten (10) Business Days after distribution of the financial information for such quarter. (c) To the extent not satisfied by this Section 4.03, the Company shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (d) The Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to any Parent Entity of the Company instead of the Company; provided that to the extent financial information related to such Parent Entity is provided, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information of such Parent Entity, on the one hand, and the information relating to the Company and its Subsidiaries on a stand-alone basis, on the other hand. (e) The Company shall be deemed to have furnished the reports referred to in Sections 4.03(a)(i) and (ii) if the Company or any Parent Entity of the Company has filed reports containing such information with the SEC. (f) Delivery of such reports, information and documents provided for under this Section 4.03 to the Trustee is for informational purposes only and the Trustee’s receipt thereof of such shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any GuarantorCompany’s compliance with any of the their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no responsibility whatsoever to determine whether any filing or posting referred to in this Section 4.03 has occurred. (eg) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary set forth in this Section 4.03, if at any time the Issuer Company or any parent entity Parent Entity of the Issuer Company has furnished the Holders of Notes and filed made a good faith determination to file a registration statement with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent an initial public offering of such entity’s Capital Stock, the Issuer shall Company will not be deemed required to be disclose any information or take any actions that, in compliance with the provisions good faith view of this Section 4.03the Company, would violate applicable securities laws or the SEC’s “gun jumping” rules.

Reports and Other Information. (a) Notwithstanding that the Issuer Parent may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, Parent shall file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s ▇▇▇▇▇ website) from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form (if Parent had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report reports on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (if the Issuer Parent had been a reporting company under Section 15(d) of the Exchange Act); provided , containing substantially all the quarterly information that the foregoing shall not obligate the Issuer to (x) make available any information otherwise would be required to be included contained in Form 10-Q, or any successor or comparable form; (iii) promptly after the occurrence of a material event which would have been required to be reported on a Form 8-K regarding the occurrence of or any such events successor or comparable form (if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders Parent had been a reporting company under Section 15(d) of the Notes or the businessExchange Act), assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report relating to such event on Form 8-K: (A) the entry into K or termination of material agreements; (B) significant acquisitions any successor or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentscomparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that the Issuer Parent shall not be required so obligated to file such reports referred to in clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements or other and (iii) above with the SEC if the SEC does not permit such filing, in which event Parent shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 15 days after the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, time Parent would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Section 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer Parent may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer Parent by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a parent entity; provided that the same is accompanied by an explanation Guarantee of the material differencesNotes. (c) If with respect to any reporting period(s) covered in the applicable report, if anyParent’s Unrestricted Subsidiaries would, between individually or in the information relating aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such parent entity, regulation is in effect on the one handIssue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information relating to included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(aSubsidiaries), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall contrary, Parent will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance be deemed to have failed to comply with any of the covenants its obligations hereunder for purposes of clause (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (eiii) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 and such information is subsequently provided, Parent will be deemed to have satisfied its obligations with respect to the Issuer or thereto at such time and any parent entity, the Issuer Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s ▇▇▇▇▇ website) from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report reports on Form 10-Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with the SEC reported on a Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer , a current report relating to (x) make available any information otherwise required to be included such event on a Form 8-K regarding the occurrence of or any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes successor or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentscomparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that the Issuer shall not be required so obligated to file such reports referred to in clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements or other and (iii) above with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 15 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Section 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a parent entity; provided that the same is accompanied by an explanation Guarantee of the material differencesNotes. (c) If with respect to any reporting period(s) covered in the applicable report, if anythe Issuer’s Unrestricted Subsidiaries would, between individually or in the information relating aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such parent entity, regulation is in effect on the one handIssue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information relating to included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(aSubsidiaries), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and contrary, the Trustee’s receipt thereof shall Issuer will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance be deemed to have failed to comply with any of the covenants its obligations hereunder for purposes of clause (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (eiii) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 with respect to the Issuer or any parent entityand such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish will provide to the Trustee no later than 15 days after Holders the periods set forth belowfollowing reports: (i1) within 120 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report on Form 10-KK under the Exchange Act, or any successor or comparable form, filed with the SEC, including a “Management’s discussion Discussion and analysis Analysis of financial condition Financial Condition and results Results of operationsOperations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-QQ under the Exchange Act, or any successor or comparable form, filed with the SEC; and (iii3) promptly after within the occurrence applicable number of any of days specified in the following eventsSEC’s rules and regulations, all current reports that would be required to be filed with the SEC on Form 8-K under the Exchange Act, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the businessform, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form. (b) In addition, except as described above or below; provided, however, that the Issuer will provide to the Holders, by no later than April 30, 2013, a statement of its Station Operating Income for the Television Segment for the two fiscal quarter period ended December 31, 2012 and a reconciliation of Station Operating Income for the Television Segment to the most directly comparable financial measure calculated in accordance with GAAP; provided that this Section 4.11(b) shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K apply with respect to any “non-fiscal period in which the last proviso to Section 1(b) of the Notes shall apply. (c) Further, the Issuer will provide to the Holders, within 120 days after the end of the last fiscal quarter of each fiscal year, commencing with the fiscal year ended December 31, 2013, and within 60 days after the end of the second fiscal quarter of each fiscal year, commencing with the fiscal quarter ended June 30, 2013, a statement of its Station Operating Income for the Television Segment for the consecutive four fiscal quarter period ending with such fiscal quarter, together with Station Operating Income for the Television Segment for the comparable prior year periods and a reconciliation of Station Operating Income for the Television Segment to the most directly comparable financial measure calculated in accordance with GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided thatthat this Section 4.11(c) shall not apply with respect to any fiscal period in which the last proviso to Section 1(b) of the Notes shall apply. (d) Also, if the Issuer has designated any will provide to the Holders, within 120 days after the end of the last fiscal quarter of each fiscal year, commencing with the fiscal year ended December 31, 2012, and within 60 days after the end of the second fiscal quarter of each fiscal year, commencing with the fiscal quarter ended June 30, 2013, a statement of its Subsidiaries Secured Leverage Ratio as an Unrestricted Subsidiary and of the end of such Unrestricted Subsidiary fiscal year or group of Unrestricted Subsidiariessuch fiscal quarter, if taken together as one Subsidiary, would constitute a Significant Party, then applicable; provided that this Section 4.11(d) shall not apply with respect to any fiscal period in which the annual and quarterly information required by clauses (1) and (2last proviso to Section 1(b) of this Section 4.03(athe Notes shall apply. (e) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the The Issuer will not be required to include the information pursuant to Section 4.11(b), (ic) comply with Sections 302, 906 and 404 of (d) in any annual report on Form 10-K or quarterly report on Form 10-Q under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any but may include such information is not so filed in an earnings release, press release or furnished, as applicable, within the time periods specified in this other format permitted under Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act4.11(f). (f) The requirements set forth in Section 4.11(a) through (e) may be satisfied by (a) filing or furnishing such information with or to the SEC or (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post posting copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, non-U.S. persons (as defined in Regulation S under the Securities Act) and institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To The Trustee shall have no responsibility for determining whether or not such information has been posted, and if any information has been posted to a website not maintained by the SEC, then the Issuer shall provide prompt notice of such posting to the Trustee. (g) In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, will furnish such reports to the Holders of the Notesand to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (h) Promptly after the Issuer’s earnings for the prior fiscal period have been made available, beginning when earnings for the quarter ended December 31, 2011 have been made available pursuant to this covenant, the Issuer shall hold live quarterly conference calls with the opportunity to ask questions of management. The No fewer than three Business Days prior to the date of each such conference call, the Issuer may condition shall issue a press release to an appropriate U.S. wire service announcing the delivery time and the date of any such reports to such Holdersconference call and directing the beneficial owners of, and prospective investors in in, the Notes and securities analysts and market making financial institutions on the agreement of how to access such Persons to conference call. The Trustee shall have no responsibility for determining whether or not such conference calls have been held. (i) treat all If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such reports (Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required under this section shall include a reasonably detailed presentation, as determined in Good Faith by the information contained there) and information as confidentialIssuer, (ii) not use such reports (and either on the information contained therein) and information for any purpose other than their investment face of the financial statements or potential investment in the Notes footnotes to the financial statements and (iii) not publicly disclose any in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such reports (and the information contained therein) and informationUnrestricted Subsidiaries. (dj) In the event that any Parent of the Issuer becomes a full and unconditional guarantor of the Notes, the Issuer may satisfy its obligations under this covenant to provide consolidated financial information of the Issuer by furnishing consolidated financial information relating to such Parent; provided that (a) such financial statements are accompanied by consolidating financial information for such Parent, the Issuer, the Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC and (b) such Parent is not engaged in any business in any material respect other than incidental or related to its ownership, directly or indirectly, of the Capital Stock of the Issuer. (k) Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt thereof of such reports shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificatesCertificate). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after So long as any Notes are outstanding following the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth belowHolders: (i1) within 120 days after the end of each fiscal year, (x) all annual and quarterly financial information statements substantially in forms that would be required to be contained in an annual report a filing with the SEC on Form Forms 10-KK and 10-Q of the Issuer, or any successor or comparable formif the Issuer were required to file such forms, filed with the SEC, including plus a “Management’s discussion Discussion and analysis Analysis of Financial Condition and Results of Operations,” (y) with respect to the annual and quarterly information, a presentation of EBITDA and Adjusted EBITDA of the Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial condition information, and results of operations” and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm;; and (ii2) within 60 days ten Business Days after the end occurrence of each of an event required to be therein reported, such other information containing substantially the first three fiscal quarters of each fiscal year, all financial same information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) (only with respect to the principal executive officer, president, principal financial officer, principal accounting officer and principal operating officer) and (c) (other than with respect to information otherwise required or any successor or comparable form (contemplated by Item 402 of Regulation S-K promulgated by the SEC) as in effect on the Issue Date if the Issuer had been a reporting company under Section 15(dwere required to file such reports; provided, however, that (i) in no event shall such financial statements, information or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated by the Exchange ActSEC (or such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC); provided that the foregoing shall not obligate the Issuer to , (x) make available Rule 3-09 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-09), (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) or (z) any requirement to otherwise include any schedules or separate financial statements of any of Subsidiaries of the Issuer or any Parent Entity, Affiliates or equity method investees, (ii) in no event shall such financial statements, information otherwise or reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein, (iii) no such financial statements, information or reports referenced under clause (2) above shall be required to be included on a Form 8-K regarding the occurrence of any such events furnished if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, operations or financial positions or prospects position of the Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole whole, (iv) in no event shall such financial statements, information or reports be required to include any information that is not otherwise similar to information currently included in the Offering Memorandum, other than with respect to information or reports provided under clause (y2) make available above and (v) in no event shall information or reports referenced in clause (2) above be required to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: K except for (Ax) agreements evidencing material Indebtedness and (y) historical and pro forma financial statements to the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be extent reasonably available and, in any case with respect to acquisitions or dispositions that are “significant” pursuant pro forma financial statements, to the definition of “significant subsidiary” include only pro forma revenues, Consolidated EBITDA and capital expenditures in Rule 1-02(w)(2) of Regulation S-X);lieu thereof. (Cb) All such annual information and reports shall be furnished within 90 days after the sale end of equity securities;the fiscal year to which they relate, and all such quarterly information and reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. (Dc) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in At any time that any of the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to Subsidiaries are Unrestricted Subsidiaries and if any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant PartySubsidiary of the Issuer, then the quarterly and annual and quarterly financial information required by clauses Section 10.09(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Issuer and Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries of the Issuer. (d) The Issuer shall make available such information and such reports (as well as the details regarding the conference call described below) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website, on the website of the SEC, on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment, and will make such information readily available to any Holder, any bona fide prospective investor in the Notes (as determined in the Issuer’s sole discretion and which prospective investors shall, in any event, be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons that certify their status as such to the reasonable satisfaction of the Issuer), any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such Holder, bona fide prospective investor, securities analyst or market maker; provided, further, however, that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is a competitor of the Issuer and its Subsidiaries to the extent that the Issuer determines in good faith that the provision of such information to such Person would be competitively harmful to the Issuer and its Subsidiaries; and provided, further, that such Holders, prospective investors, security analysts or market makers shall agree to (i) treat all such reports (and the information contained therein) and information as confidential, (ii) not use such reports and the information contained therein for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein). The Issuer (or a Parent Entity) shall hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) to discuss such financial information (including a customary Q&A session) no later than ten Business Days after distribution of such financial information (which conference call, for the avoidance of doubt, may be held prior to such time that the annual or quarterly financial statements required by Section 10.09(a) for such reporting period are furnished to Holders), which call may be the same as any call for the Issuer’s or any Parent Entity’s equity holders. (e) The Issuer shall provide S&P and ▇▇▇▇▇’▇ (and their respective successors) with information on a periodic basis as S&P or ▇▇▇▇▇’▇, as the case may be, shall reasonably require in order to maintain public ratings of the Notes. In addition, to the extent not satisfied by the foregoing, the Issuer shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (f) The Issuer may satisfy its obligations under this Section 10.09 with respect to the financial information relating to the Issuer by furnishing financial and other information relating to any Parent Entity instead of the Issuer; provided that to the extent such Parent Entity holds assets (other than its direct or indirect interest in the Issuer) that exceeds the lesser of (i) 1% of consolidated revenues of such Parent Entity and (ii) 1% of the total consolidated revenue for the preceding fiscal year of such Parent Entity, then such information related to such Parent Entity shall be accompanied by summary financial information, which may be unaudited and/or in narrative form, that explains in reasonable detail the differences between the information of such Parent Entity, on the one hand, and the information relating to the Issuer and its Subsidiaries on a stand-alone basis, on the other hand. (g) The Issuer shall be deemed to have furnished the financial statements and other information referred to in Section 10.09(a)(1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, if the Issuer will not be required to or any Parent Entity has filed reports containing such information (ior any such information of a Parent Entity in accordance with Section 10.09(f)) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or SEC. (iih) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, provided within the time periods specified in this Section 4.03(a) 10.09 and such information is subsequently filed or furnished, as applicableprovided, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (bi) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of delivers such reports, information and documents to the Trustee is Trustee, such delivery shall be for informational purposes only and the Trustee’s receipt thereof of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s EDGAR website) from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report reports on Form 10-Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with the SEC reported on a Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer , a current report relating to (x) make available any information otherwise required to be included such event on a Form 8-K regarding the occurrence of or any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes successor or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentscomparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that if at any time the Issuer shall not be required so obligated to file such reports referred to in clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements and (iii) above with the SEC or other if the SEC does not permit such filing, then the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 10 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Section 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a parent entity; provided that the same is accompanied by an explanation Guarantee of the material differencesNotes. (c) If with respect to any reporting period(s) covered in the applicable report, if anythe Issuer’s Unrestricted Subsidiaries would, between individually or in the information relating aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such parent entity, regulation is in effect on the one handIssue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the Issuer’s historical practice) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information relating to of the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(aSubsidiaries), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and contrary, the Trustee’s receipt thereof shall Issuer will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance be deemed to have failed to comply with any of the covenants its obligations hereunder for purposes of clause (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (eiii) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 with respect to the Issuer or any parent entityand such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (with a copy to the Trustee unless filed and available on the SEC’s ▇▇▇▇▇ website) from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal year, all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report reports on Form 10-Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with the SEC reported on a Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer , a current report relating to (x) make available any information otherwise required to be included such event on a Form 8-K regarding the occurrence of or any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes successor or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentscomparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject to exceptions consistent with the presentation of information included or incorporated by reference in the Offering Memorandum); provided, however, that if at any time the Issuer shall not be required so obligated to file such reports referred to in clauses (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or ), (ii) provide separate financial statements and (iii) above with the SEC or other if the SEC does not permit such filing, then the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 10 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Section 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to HLT Parent or HWP (or any parent entity of HLT Parent or HWP) as long as HLT Parent or HWP (or any such parent entity of HLT Parent or HWP) provides a parent entity; provided that the same is accompanied by an explanation Guarantee of the material differencesNotes. (c) If with respect to any reporting period(s) covered in the applicable report, if anythe Issuer’s Unrestricted Subsidiaries would, between individually or in the information relating aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such parent entity, regulation is in effect on the one handIssue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information relating to included or incorporated by reference in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(aSubsidiaries), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents Notwithstanding anything herein to the Trustee is for informational purposes only and contrary, the Trustee’s receipt thereof shall Issuer will not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance be deemed to have failed to comply with any of the covenants its obligations hereunder for purposes of clause (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (eiii) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 with respect to the Issuer or any parent entityand such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that Whether or not the Issuer may not be Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECAct, from and after the Issue Dateso long as any Notes are outstanding, the Issuer shall Company will furnish to the Trustee no later than 15 days after the periods set forth belowTrustee: (i) within 120 90 days after the end of each fiscal year, annual reports of the Company containing substantially all of the financial information that would be have been required to be contained in an annual report Annual Report on Form 10-K, or any successor or comparable form, filed with 10- K under the SECExchange Act if the Company had been a reporting company under the Exchange Act, including a (A) “Management’s discussion Discussion and analysis Analysis of financial condition Financial Condition and results Results of operationsOperations,” and a report on the annual (B) audited financial statements by the Issuer’s independent registered public accounting firmprepared in accordance with GAAP; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Company containing substantially all of the financial information that would be have been required to be contained in a quarterly report Quarterly Report on Form 10-Q10- Q under the Exchange Act if the Company had been a reporting company under the Exchange Act, or any successor or comparable form, filed including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (B) unaudited quarterly financial statements prepared in accordance with the SECGAAP; and (iii) promptly within the time periods specified for filing Current Reports on Form 8- K after the occurrence of any of the following events, all current reports each event that would be have been required to be filed with the SEC reported in a Current Report on Form 8-8- K or any successor or comparable form (under the Exchange Act if the Issuer Company had been a reporting company under Section 15(d) of the Exchange Act); provided , current reports containing substantially all of the information that the foregoing shall not obligate the Issuer to (x) make available any information otherwise would have been required to be included on contained in a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report Current Report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G 8- K under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute Company had been a Significant Party, then reporting company under the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding Exchange Act. Notwithstanding the foregoing, the Issuer such reports (A) will not be required to (i) comply with Sections Section 302, Section 906 and or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or and 308 of Regulation S-K. To S- K promulgated by the extent SEC, or Item 10(e) of Regulation S- K (with respect to any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(anon- GAAP financial measures contained therein) and such (B) will not be required to contain the separate financial information is subsequently filed for Guarantors or furnished, as applicable, Subsidiaries whose securities are pledged to secure the Issuer shall be deemed to have satisfied its obligations with respect thereto at such Notes contemplated by Rule 3- 10 or Rule 3- 16 of Regulation S- X promulgated by the SEC. (b) At any time and that any Default with respect thereto shall be deemed to of the Subsidiaries of the Company that have been cured; provided that such cure shall not otherwise affect the rights designated as Unrestricted Subsidiaries have combined net assets exceeding 10% of the Holders under Article 6 hereof if Holders of at least 30% in principal amount Company’s consolidated net assets, then the quarterly and annual financial information required by Section 3.10(a) will include or be accompanied by a reasonably detailed presentation of the then total outstanding Notes have declared financial condition and results of operations of the principal, premium, if any, interest Company and any other monetary obligations on all its Restricted Subsidiaries separate from the then outstanding Notes to be due financial condition and payable immediately and such declaration results of operations of the Unrestricted Subsidiaries of the Company. (c) The Company shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and noteholders, prospective investors, broker- dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act. (bd) The Issuer In the event that any parent of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations in pursuant to this Section 4.03 3.10 with respect to financial information relating to the Issuer Company by furnishing financial information relating to a parent entitysuch parent; provided that the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to such parent entityparent, on the one hand, and the information relating to the Issuer Company and its Restricted Subsidiaries on a standalone basis, on the other hand. For . (e) Notwithstanding anything in this Section 3.10 to the avoidance of doubtcontrary, the consolidating information Company will be deemed to have furnished such reports referred to in this Section 3.10 to the proviso in Trustee and the preceding sentence need not be auditednoteholders of the Notes if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available; provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (df) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof of such shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesOfficers’ Certificates of the Company). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer shall furnish to file with the Trustee no later than 15 days after the periods set forth belowSEC: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the fiscal year ending December 31, all financial information that would be required to be contained in an 2011), annual report reports on Form 10-K, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firmor required in such successor or comparable form; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all financial quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any within five (5) Business Days of the following events, all current reports that date on which an event would be have been required to be filed with reported on a Form 8-K or any successor or comparable form if the SEC Issuer had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) form; Table of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; Contents in each case, in a manner that complies in all material respects with the requirements specified in such form, form (except as described above or belowbelow and subject, in the case of required financial information, to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above); provided, however, that the Issuer shall not be required so obligated to file such reports with the SEC (iA) comply with Regulation G under if the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein SEC does not permit such filing or (iiB) provide separate financial statements prior to the consummation of an exchange offer or other the effectiveness of a Shelf Registration Statement as required by the applicable Registration Rights Agreement, in which event the Issuer shall make available such information contemplated by Rule 3-09to the Trustee, 3-10 or 3-16 the Holders and prospective purchasers of Regulation S-XNotes, or in each case any successor provisions; provided that, if within 15 days after the time the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (ifile such information with the SEC if it were subject to Sections 13 or 15(d) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureExchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shallagrees that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act; provided, further, that any report required to be delivered under clause (i) or (ii) of this Section 4.03(a) prior to the completion of the first full fiscal year following the Issue Date shall not be required to comply with Regulation S-X or contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in such report. (b) The In the event that any direct or indirect parent company of the Issuer of which the Issuer is a Wholly-Owned Subsidiary becomes a Guarantor, the Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a such parent; provided, that, if and so long as such parent entity; provided that company shall have Independent Assets or Operations, the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to such parent entityparent, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt“Independent Assets or Operations” means, the consolidating information referred with respect to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential its investment in the Notes and (iii) not publicly disclose any such reports (Issuer and the information contained therein) Restricted Subsidiaries), determined in accordance with GAAP and information. (d) Delivery as shown on the most recent balance sheet of such reportsparent company, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence more than 3.0% of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereofparent company’s corresponding consolidated amount. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Securities are outstanding, the Issuer shall will furnish to the Trustee no later than within 15 days after each of the periods set forth below: (i) within 120 90 days after the end of each fiscal year, annual reports containing substantially all financial of the information that would be have been required to be contained in an annual report Annual Report on Form 10-KK under the Exchange Act of the Issuer, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, or required in such successor or comparable form as if the Issuer had been a reporting company under the Exchange Act for such period, including a “"Management’s discussion 's Discussion and analysis Analysis of financial condition Financial Condition and results Results of operations” Operations" with respect to the periods presented and a report on the annual financial statements by the Issuer’s 's independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all financial of the information that would have been required to be contained in a Quarterly Report on Form 10-Q of the Issuer containing all quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (as if the Issuer had been a reporting company under Section 15(d) of the Exchange Act)Act for such period, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations", subject to normal year-end adjustments and the absence of footnotes; provided that and (iii) promptly from time to time after the foregoing shall not obligate the Issuer to (x) make available any information otherwise occurrence of an event required to be included therein reported, such other reports on a Form 8-K regarding K, or any successor or comparable form as if the occurrence of any Issuer had been a reporting company under the Exchange Act for such events period; provided, however, that no such report or information will be required to be so furnished if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes Securities or the business, assets, operations, operations or financial positions or prospects condition of the Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentswhole; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, provided that the Issuer shall make available such information to securities analysts and prospective purchasers of Securities, in addition to providing such information to the Trustee and the Holders of the Securities, including by posting such information on a password protected online data system requiring user identification or the website of the Issuer or any of its parent companies (which may be password protected so long as the password is made promptly available by the Issuer to the Trustee, the Holders of the Securities and such prospective purchasers upon request) provided, further, that such reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, Section 404 or 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any informationrelated Items 307, certificates or reports required by Items 307 or 308 and 308T of Regulation S-K. K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non- GAAP financial measures contained therein), (b) shall not be required to comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the SEC, (c) shall not be required to comply with Rule 3- 10 or Rule 3-16 of Regulation S-X promulgated by the SEC and (d) shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Trustee shall have no obligation whatsoever to determine whether or not such information has been posted. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Securities are outstanding, it will furnish to Holders and to securities analysts and prospective 55 investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required above shall include a presentation of selected financial metrics (in the Issuer's sole discretion) of such Unrestricted Subsidiaries as a group in the "Management's Discussion and Analysis of Financial Condition and Results of Operations." (c) Notwithstanding the foregoing, the Issuer may satisfy its obligations under this Section 4.02 with respect to information relating to the Issuer by furnishing information relating to any parent entity of the Issuer; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by consolidating financial information (which need not be audited) that explains in reasonable detail the differences between the financial information relating to such parent, on the one hand, and the financial information relating to the Issuer and the Restricted Subsidiaries on a stand-alone basis, on the other hand. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates with respect thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer's compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website or data site under this Indenture. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(c) until 120 days after the receipt of the written notice delivered thereunder. To the extent any such information is not so filed or furnished, as applicable, provided within the time periods specified in this Section 4.03(a) 4.02 and such information is subsequently filed or furnished, as applicableprovided, the Issuer shall will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03set forth above, if the Issuer (or any direct or indirect parent entity of the Issuer Issuer) has furnished the Holders of Notes and filed with the made available through ▇▇▇▇▇ or SEC filings the reports and information described in this Section 4.03 the preceding paragraphs with respect to Issuer (or, if applicable, any direct or indirect parent of the Issuer or any parent entityIssuer), the Issuer shall be deemed to be in compliance with the provisions of this Section 4.034.02.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Securities are outstanding, the Issuer shall will furnish to the Trustee no later than within 15 days after each of the periods set forth below: (i) within 120 90 days after the end of each fiscal year, annual reports containing substantially all financial of the information that would be have been required to be contained in an annual report Annual Report on Form 10-KK under the Exchange Act of the Issuer, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, or required in such successor or comparable form as if the Issuer had been a reporting company under the Exchange Act for such period, including a “Management’s discussion Discussion and analysis Analysis of financial condition Financial Condition and results Results of operationsOperations” with respect to the periods presented and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all financial of the information that would have been required to be contained in a Quarterly Report on Form 10-Q of the Issuer containing all quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (as if the Issuer had been a reporting company under Section 15(d) of the Exchange Act)Act for such period, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” subject to normal year-end adjustments and the absence of footnotes; provided that and (iii) promptly from time to time after the foregoing shall not obligate the Issuer to (x) make available any information otherwise occurrence of an event required to be included therein reported, such other reports on a Form 8-K regarding K, or any successor or comparable form as if the occurrence of any Issuer had been a reporting company under the Exchange Act for such events period; provided, however, that no such report or information will be required to be so furnished if the Issuer determines in its good-good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes Securities or the business, assets, operations, operations or financial positions or prospects condition of the Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairmentswhole; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall make available such information to securities analysts and prospective purchasers of Securities, except in addition to providing such information to the Trustee and the Holders of the Securities, including by posting such information on a password protected online data system requiring user identification or the website of the Issuer or any of its Parent Companies (which may be password protected so long as described above or belowthe password is made promptly available by the Issuer to the Trustee, the Holders of the Securities and such prospective purchasers upon request); provided, howeverfurther, that the Issuer such reports required pursuant to clauses (i), (ii) and (iii) above (a) shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, Section 404 or 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or and 308 of Regulation S-K. To K promulgated by the extent SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (b) shall not be required to comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the SEC, (c) shall not be required to comply with Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC and (d) shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. The Trustee shall have no obligation whatsoever to determine whether or not such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have has been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureposted. In addition, to the extent not satisfied by the foregoing, the Issuer shallwill agree that, for so long as any Notes Securities are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required above shall include a presentation of selected financial metrics (in the Issuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Notwithstanding the foregoing, the annual and quarterly information required pursuant to Section 4.02(a) shall include a presentation of total revenues, Adjusted EBITDA and total assets of Anagram Holdings, LLC and its subsidiaries on a consolidated basis, together with a reconciliation of Adjusted EBITDA to consolidated net income or operating income of Anagram Holdings, LLC, which presentation shall be substantially consistent with the presentation of such financial information in the Offering Memorandum (as determined by the Issuer in its sole discretion). (c) Notwithstanding the foregoing, the Issuer may satisfy its obligations in under this Section 4.03 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to a any parent entityentity of the Issuer; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by an explanation of consolidating financial information (which need not be audited) that explains in reasonable detail the material differences, if any, differences between the financial information relating to such parent entityparent, on the one hand, and the financial information relating to the Issuer and its the Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof of such shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesCertificates with respect thereto). The Trustee shall have no responsibility for the filing, timeliness or content of such reports. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or ▇▇▇▇▇ or any website or data site under this Indenture. (e) Notwithstanding any other provision of this Indentureanything herein to the contrary, the sole remedy for an Event of Default relating Issuer will not be deemed to the failure have failed to comply with the reporting any of its obligations described under this covenant, shall hereunder for the 365 purposes of Section 6.01(c) until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable lawany information is not provided within the time periods specified in this Section 4.02 and such information is subsequently provided, of the right Issuer will be deemed to receive additional interest on the principal amount of the Notes have satisfied its obligations with respect thereto at a rate equal to 0.50% per annum. This additional interest such time, and any Default with respect thereto shall be payable in the same manner and subject deemed to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereofhave been cured. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03set forth above, if the Issuer (or any direct or indirect parent entity of the Issuer Issuer) has furnished the Holders of Notes and filed with the made available through ▇▇▇▇▇ or SEC filings the reports and information described in this Section 4.03 the preceding paragraphs with respect to Issuer (or, if applicable, any direct or indirect parent of the Issuer or any parent entityIssuer), the Issuer shall be deemed to be in compliance with the provisions of this Section 4.034.02.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateSo long as any Notes are outstanding, the Issuer shall Company will furnish to the Trustee no later than 15 Holders: (1) within (x) 120 days after the periods set forth below: end of the fiscal year of the Company ending December 31, 2018 and (iy) within 120 105 days after the end of each fiscal yearyear of the Company, commencing with the year ending December 31, 2019, all annual financial statements of the Company substantially in the form that would be required to be contained in a filing with the SEC on Form 10-K (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-K as of the Issue Date, if the Company were required to file such form, together with a report thereon by the Company’s independent registered public accounting firm, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” data and information relating to Hydrocarbon proved reserves that is substantially consistent with the presentation thereof included in the Offering Memorandum, excluding information included in the annexes hereto, and a calculation of Adjusted Consolidated Net Tangible Assets or a calculation of the discounted future net revenues from Proved Reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines (but in any event including reserve estimates based on an assumed five-year development plan or such longer period as permitted by the SEC); and (2) within 60 days after the end of each fiscal quarter of the Company ending after the Issue Date (solely with respect to the first three fiscal quarters of each fiscal year), all quarterly financial statements of the Company substantially in the form that would be required to be contained in a filing with the SEC on Form 10-Q (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-Q as of the Issue Date, if the Company were required to file such form, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and (3) promptly from time to time after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed filings with the SEC on Form 8-K or any successor or comparable form (if K, in accordance with the Issuer had been a reporting company under Section 15(d) requirements of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a such Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders as of the Notes Issue Date, under Items: 1.01 (Entry into a Material Definitive Agreement); 1.03 (Bankruptcy or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or Receivership); 2.01 (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the fiscal year ending December 31, all financial information that would be required to be contained in an 2012), annual report reports on Form 10-K, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firmor required in such successor or comparable form; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all financial quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with reported on a Form 8-K or any successor or comparable form if the SEC Issuer had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information in the Offering Circular); provided, however, that the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an exchange offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event the Issuer had been a reporting company under Section shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act); provided provided, further, that until such time as the foregoing consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, the Issuer shall not obligate the Issuer be required to (i) in the case of (x) clauses (i) and (ii) provide any information beyond the financial information that would be required to be contained in an annual or quarterly report on Form 10-K or 10-Q, as applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and (y) clause (iii) make available any information otherwise required to be included on a Form 8regarding director and management compensation or the occurrence of any of the events set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)-(f), 5.03-K 5.08, ▇, ▇, ▇ ▇▇ ▇ ▇▇ ▇▇▇▇ ▇-▇, (▇▇) make available any information regarding the occurrence of any such of the events set forth in Items 1.01 or 1.02 of Form 8-K if the Issuer determines in its good-good faith judgment that such the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or whole, (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (iiii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (iiother than providing reconciliations of such non-GAAP information to extent included in the Offering Circular), (iv) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of comply with Regulation S-X, X or contain all purchase accounting adjustments relating to the Acquisition Transactions to the extent it is not practicable to include any such adjustments in each case such report or (v) provide any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group that is not otherwise similar to information currently included in the “Management’s discussion and analysis of financial condition and results of operations.” Offering Circular. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled K prior to such curethe consummation of an exchange offer or the effectiveness of a shelf registration statement. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section 4.03) to the Trustee is for information purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the compliance of the Issuer, the Guarantors and Holdings with covenants under this Indenture, the Notes, the Guarantees and the Security Documents, as to which the Trustee shall be entitled to rely exclusively on Officers’ Certificates. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the Notes; provided, that, if and so long as such parent entity; provided that company shall have Independent Assets or Operations, the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to Holdings (or such parent entity, as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt“Independent Assets or Operations” means, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer Holdings or any such parent entitycompany, that Holdings or such parent company’s total assets or revenues, determined in accordance with GAAP and as shown on the Issuer shall be deemed to be in compliance with the provisions most recent financial statements of this Section 4.03Holdings or such parent company, is more than 3.0% of Holdings or such parent company’s corresponding consolidated amount.

Reports and Other Information. (a) Notwithstanding that For so long as any Notes are outstanding, Holdings and the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer Issuers shall furnish deliver to the Trustee no later than 15 days after a copy of all of the periods set forth information and reports referred to below: (i) within 120 15 days after the end time period specified in the SEC’s rules and regulations for non-accelerated filers (or, if earlier, within 15 days after the time period specified in the SEC’s rules and regulations as and to the extent applicable to the Reporting Entity), annual reports of each the Reporting Entity for such fiscal year, all financial year containing the information that would be have been required to be contained in an annual report on Form 10-K, K (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the extent permitted to be excluded by the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 15 days after the end of each time period specified in the SEC’s rules and regulations for non-accelerated filers (or, if earlier, within 15 days after the time period specified in the SEC’s rules and regulations as and to the extent applicable to the Reporting Entity), quarterly reports of the first three Reporting Entity for such fiscal quarters of each fiscal year, all financial quarter containing the information that would be have been required to be contained in a quarterly report on Form 10-Q, Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, filed with except to the extent permitted to be excluded by the SEC; and (iii) promptly within 15 days after the occurrence of any time period specified in the SEC’s rules and regulations for filing current reports on Form 8-K, current reports of the following events, Reporting Entity containing substantially all current reports of the information that would be required to be filed with the SEC in a current report on Form 8-K or any successor or comparable form under the Exchange Act on the Issue Date pursuant to Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(a), (b) and (c) of Form 8-K if the Issuer Reporting Entity had been a reporting company under Section 15(d) of the Exchange Act); provided provided, however, that no such current reports (or Items thereof or all or a portion of the foregoing shall not obligate the Issuer to (xfinancial statements that would have otherwise been required thereby) make available any information otherwise will be required to be included on a Form 8-K regarding the occurrence of any such events delivered (or included) if the Issuer Holdings determines in its good-good faith judgment that such event that would otherwise be required to be disclosed (or information) is not material to the Holders of the Notes holders or the business, assets, operations, financial positions position or prospects of the Issuer Holdings and its Restricted Subsidiaries Subsidiaries, taken as a whole or (y) whole. In addition to providing such information to the Trustee, Holdings shall make available copies to the holders, prospective investors, market makers affiliated with any initial purchaser of any agreements, financial statements or other items that would be the Notes and securities analysts the information required to be filed as exhibits provided pursuant to the foregoing clauses (i), (ii) and (iii), by posting such information to its website (or the website of any of Holdings’ parent companies, including the Reporting Entity) or on IntraLinks or any comparable online data system or website. If at any time Holdings or any direct or indirect parent of Holdings has made a current report on Form 8-K: (A) good faith determination to file a registration statement with the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be SEC with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics Equity Offering of such Unrestricted Subsidiaries as a group in the “Managemententity’s discussion and analysis of financial condition and results of operations.” In additionCapital Stock, notwithstanding the foregoing, the Issuer Holdings will not be required to disclose any information or take any actions that, in the good faith view of Holdings, would violate the securities laws or the SEC’s “gun jumping” (or equivalent) rules or otherwise have an adverse effect on such Equity Offering. Notwithstanding the foregoing, (A) neither Holdings nor another Reporting Entity will be required to deliver any information, certificates or reports that would otherwise be required by (i) comply with Sections 302, 906 and Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or 308 of Regulation S-K. To K or (ii) Item 10(e) of Regulation S-K promulgated by the extent SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (B) such reports will not be required to contain financial statements or information is required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any successor or comparable forms) or related rules under Regulation S-K and (C) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in the Offering Circular and shall not so filed be required to present compensation or furnishedbeneficial ownership information. (b) The financial statements, information and other documents required to be provided as applicable, within the time periods specified described in this Section 4.03(a4.02 may be those of (i) Holdings or (ii) any direct or indirect parent of Holdings (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as in the case of clause (ii) either (1) such direct or indirect parent of Holdings shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any material business or operations other than its direct or indirect ownership of all of the Equity Interests in, and such information is subsequently filed its management, of Holdings or furnished, as applicable(2) if otherwise, the Issuer financial information so delivered shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights accompanied by a reasonably detailed description of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premiummaterial quantitative differences, if any, interest between the information relating to such parent, on the one hand, and any the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other monetary obligations on all hand. (c) Holdings will make the then outstanding Notes financial statements, information and other documents required to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior provided as described in this Section 4.02 available electronically to such cureprospective investors upon request. In addition, to the extent not satisfied by the foregoing, the Issuer Holdings shall, for so long as any Notes are outstandingremain outstanding during any period when neither it nor another Reporting Entity is subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, furnish to Holders the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (bd) The Issuer Holdings and the Issuers will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the Issue Date, for all holders of the Notes, prospective investors, market makers affiliated with any initial purchaser of the Notes and securities analysts (to the extent providing analysis of investment in the Notes) (which conference calls may satisfy its obligations in this Section 4.03 be combined with respect any conference calls for the holders of Holdings’ or another Reporting Entity’s securities or other indebtedness) to discuss such financial information relating to no later than fifteen (15) Business Days after the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies distribution of such information required by clauses (i) or (ii) of Section 4.03(a4.02(a) on a website (which may be nonpublic and, prior to the date of each such conference call, will announce the time and may be maintained by date of such conference call and either include all information necessary to access the Issuer call or a third party) to which access will be given to Holdersinform holders of the Notes, prospective investors in investors, market makers affiliated with any initial purchaser of the Notes and securities analysts how they can obtain such information, including, without limitation, the applicable password or login information (if applicable). (e) Notwithstanding the foregoing, Holdings will be deemed to have delivered such reports and market making financial institutions that are reasonably satisfactory information referred to in this Section 4.02 to the Issuer. To holders, prospective investors, market makers, securities analysts and the extent the Issuer determines in good faith that it cannot make Trustee for all purposes of this Indenture if Holdings or another Reporting Entity has filed such reports available in with the manner described in SEC via the preceding sentence after the use of its commercially reasonable efforts, furnish ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.02 shall be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to in this Section 4.02 to the Holders of the NotesTrustee, upon their request. The Issuer may condition the delivery of any such reports to such Holdersholders, prospective investors in the Notes investors, market makers and securities analysts and market making financial institutions on for all purposes of this Indenture by the agreement posting of such Persons to (i) treat all such reports (and the information contained there) and information as confidentialthat would be required to be provided on Holdings’ website (or that of any of Holdings’ parent companies, (ii) not use such reports (and including the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and informationReporting Entity). (df) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and Issuers’, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the covenants hereunder Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding . The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’, any Guarantor’s or any other provision of Person’s compliance with this Indenture, the sole remedy for an Event of Default relating Section 4.02 or with respect to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as any reports or other interest payable documents filed under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the fiscal year ending December 31, all financial information that would be required to be contained in an 2012), annual report reports on Form 10-K, or any successor or comparable form, filed with containing the SECinformation required to be contained therein, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firmor required in such successor or comparable form; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all financial quarterly information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with reported on a Form 8-K or any successor or comparable form if the SEC Issuer had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information in the Offering Memorandum); provided, however, that the Issuer shall not be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an exchange offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event the Issuer had been a reporting company under Section shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act); provided provided, further, that until such time as the foregoing consummation of an exchange offer or the effectiveness of a shelf registration statement as required by the Registration Rights Agreement, the Issuer shall not obligate the Issuer be required to (i) in the case of (x) clauses (i) and (ii) provide any information beyond the financial information that would be required to be contained in an annual or quarterly report on Form 10-K or 10-Q, as applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and (y) clause (iii) make available any information otherwise required to be included on a Form 8regarding director and management compensation or the occurrence of any of the events set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)-(f), 5.03-K 5.08, ▇, ▇, ▇ ▇▇ ▇ ▇▇ ▇▇▇▇ ▇-▇, (▇▇) make available any information regarding the occurrence of any such of the events set forth in Items 1.01 or 1.02 of Form 8-K if the Issuer determines in its good-good faith judgment that such the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or whole, (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (iiii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (iiother than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (iv) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of comply with Regulation S-X, X or contain all purchase accounting adjustments relating to the Acquisition Transactions to the extent it is not practicable to include any such adjustments in each case such report or (v) provide any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group that is not otherwise similar to information currently included in the “Management’s discussion and analysis of financial condition and results of operations.” Offering Memorandum. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled K prior to such curethe consummation of an exchange offer or the effectiveness of a shelf registration statement. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Delivery of reports, information and documents (including, without limitation, reports contemplated in this Section 4.03) to the Trustee is for information purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the compliance of the Issuer, the Guarantors and Holdings with covenants under this Indenture, the Notes and the Guarantees, as to which the Trustee shall be entitled to rely exclusively on Officers’ Certificates. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the Notes; provided, that, if and so long as such parent entity; provided that company shall have Independent Assets or Operations, the same is accompanied by an explanation of consolidating information that explains in reasonable detail the material differences, if any, differences between the information relating to Holdings (or such parent entity, as the case may be), on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone stand-alone basis, on the other hand. For the avoidance of doubt“Independent Assets or Operations” means, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer Holdings or any such parent entitycompany, that Holdings or such parent company’s total assets or revenues, determined in accordance with GAAP and as shown on the Issuer shall be deemed to be in compliance with the provisions most recent financial statements of this Section 4.03Holdings or such parent company, is more than 3.0% of Holdings or such parent company’s corresponding consolidated amount.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC from and after the Issue Date, the Issuer shall furnish to the Trustee no later than 15 days after the periods set forth below: (i) within 120 90 days after the end of each fiscal yearyear (or 120 days for the first fiscal year ending after the Issue Date), all financial information that would be required to be contained in an annual report reports on Form 10-K, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the information that would be required to be contained therein, or required in such successor or comparable form, filed with the SEC, including a “Management’s discussion and analysis of financial condition and results of operations” and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; (ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 60 days for the first three fiscal quarters for which reports are required after the Issue Date), all financial information that would be required to be contained in a quarterly report reports on Form 10-Q, or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), containing substantially all the quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form, filed with the SEC; and; (iii) promptly after the occurrence of any of the following events, all current reports that a material event which would be have been required to be filed with the SEC reported on a Form 8-K or any successor or comparable form (if the Issuer had been a reporting company under Section 15(d) of the Exchange Act), a current report relating to such event on Form 8-K or any successor or comparable form; provided in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject to exceptions consistent with the presentation of information in the Offering Memorandum); provided, however, that the foregoing Issuer shall not obligate be so obligated to file such reports referred to in clauses (i), (ii) and (iii) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, in which event the Issuer shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 15(d) of the Exchange Act; provided, further, that until such time as the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, the Issuer shall not be required to (i) in the case of (x) clauses (i) and (ii) provide any information beyond the financial information that would be required to be contained in an annual or quarterly report on Form 10-K or 10-Q, as applicable, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and (y) clause (iii) make available any information otherwise required to be included on a Form 8regarding director and management compensation or the occurrence of any of the events set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)-(f), 5.03-K 5.08, ▇, ▇, ▇ ▇▇ ▇ ▇▇ ▇▇▇▇ ▇-▇, (▇▇) make available any information regarding the occurrence of any such of the events set forth in Items 1.01 or 1.02 of Form 8-K if the Issuer determines in its good-good faith judgment that such the event that would otherwise be required to be disclosed is not material to the Holders holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or whole, (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (iiii) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (iiother than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (iv) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of comply with Regulation S-X, X or in each case (v) provide any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group that is not otherwise similar to information currently included in the “Management’s discussion and analysis of financial condition and results of operations.” Offering Memorandum. In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if Holders of at least 30% in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled K prior to such curethe consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) The Issuer may satisfy its obligations in under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to Holdings (or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a parent entity; provided that the same is accompanied by an explanation Guarantee of the material differencesNotes. (c) If with respect to any reporting period(s) covered in the applicable report, if anythe Issuer’s Unrestricted Subsidiaries would, between individually or in the information relating aggregate, constitute a “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act (as such parent entity, regulation is in effect on the one handIssue Date)), then the applicable annual and quarterly financial information required by clauses (a)(i) and (a)(ii) above shall include a supplemental section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presenting (in a manner consistent with the presentation of information relating to in the Offering Memorandum) selected financial measures of such Unrestricted Subsidiaries in the aggregate (separate from the financial information of the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited. (c) Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to Section 4.03(aSubsidiaries), the Issuer shall post copies of such information required by Section 4.03(a) on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. To the extent the Issuer determines in good faith that it cannot make such reports available in the manner described in the preceding sentence after the use of its commercially reasonable efforts, furnish such reports to the Holders of the Notes, upon their request. The Issuer may condition the delivery of any such reports to such Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement of such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) not use such reports (and the information contained therein) and information for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (d) Delivery Notwithstanding the foregoing, such requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement for the Initial Notes by (i) the filing with the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the time periods specified above, or (ii) by posting on the Issuer’s website or providing to the Trustee for distribution to the Holders within 15 days of the time periods after the Issuer would have been required to file annual and interim reports with the SEC, the financial information (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information and documents in the Offering Memorandum, to the Trustee is for informational purposes only and extent filed or posted within the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable for information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)times specified above. (e) Notwithstanding any other provision of this Indentureanything herein to the contrary, the sole remedy for an Event of Default relating Issuer will not be deemed to the failure have failed to comply with the reporting any of its obligations described under this covenant, shall hereunder for the 365 purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the occurrence receipt of such an Event of Default consist exclusively, to the written notice delivered thereunder. To the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations any information is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies not provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from within the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described periods specified in this Section 4.03 with respect to the Issuer or any parent entityand such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to be in compliance with the provisions of this Section 4.03have been cured.

Reports and Other Information. (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, from and after the Issue DateAct, the Issuer shall furnish will provide to the Holders and the Trustee no later than 15 days after the periods set forth belowfollowing reports: (i) within 120 105 days after the end of each fiscal year, an annual report containing substantially all financial the information that would be have been required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with K under the SECExchange Act if the Issuer had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and a report on the annual financial statements by the Issuer’s independent registered public accounting firm; provided that such annual report will not be required to contain information required by Item 9A (controls and procedures), Items 10 (directors, executive officers and corporate governance) and 11 (executive compensation) (but in lieu of such information will include information of the type and scope contained in the Offering Memorandum under the caption “Management”) and Item 14 (principal accountant fees and services) of Form 10-K; (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all financial the information that would be have been required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with Q under the SEC; and (iii) promptly after the occurrence of any of the following events, all current reports that would be required to be filed with the SEC on Form 8-K or any successor or comparable form (Exchange Act if the Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided that the foregoing shall not obligate the Issuer to (x) make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if the Issuer determines in its good-faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole or (y) make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (A) the entry into or termination of material agreements; (B) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (C) the sale of equity securities; (D) bankruptcy; (E) cross-default under direct material financial obligations; (F) a change in the Issuer’s certifying independent auditor; (G) the appointment or departure of directors or executive officers Act (but only to the extent required by Form 8-K); (H) non-reliance on previously issued financial statements; (I) change of control transactions; (J) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (K) material impairments; in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial similar information contained therein or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Party, then the annual and quarterly information required by clauses (1) and (2) of this Section 4.03(a) shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations.” In additionsection and unaudited quarterly financial statements reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); provided that such quarterly report shall not be required to contain the information required by Part I, notwithstanding Item 4 of Form 10-Q (controls and procedures); and (iii) within ten Business Days after the foregoingoccurrence of each event that would have been required to be reported in a current report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act, current reports containing substantially all the information that would have been required to be contained in a current report on Form 8-K under the Exchange Act if the Issuer had been a reporting company under the Exchange Act; provided that such reports will only be required to contain information required by Items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.05, 2.06, 4.01, 4.02, 5.01 (but only to the extent that a change of control has occurred that constitutes a Change of Control or a “change of control” under any Credit Facility or any other Material Indebtedness), 5.02 (but only with respect to directors, the chief executive officer, the chief financial officer and the chief administrative officer and provided that the information required by Item 5.02 (d), (e) or (f) will only be required to be included to the extent similar information is contained in the Offering Memorandum under the caption “Management”) and Item 9.01 (a) and (b) of Form 8-K; provided further, however, that no such current report will be required to be provided if the Issuer determines in its good faith judgment that such event is not material to holders of the Notes or the business, financial condition, results of operations or prospects of the Issuer and its subsidiaries; provided, however, that, so long as the Issuer is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, such reports (a) will not be required to (i) comply with Sections 302, 906 and Section 302 or 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, 2002 or (ii) otherwise furnish any information, certificates or reports required by related Items 307 or and 308 of Regulation S-K. To K promulgated by the extent any such information is not so filed SEC or furnished, as applicable, within the time periods specified in this Section 4.03(aItem 601 of Regulation S-K (with respect to exhibits) and such (b) will not be required to contain a separate financial footnote for Guarantors and non-Guarantor Subsidiaries contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC (except summary financial information is subsequently filed or furnished, as applicable, the Issuer shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights non-Guarantor Subsidiaries of the Holders under Article 6 hereof if Holders of at least 30% type and scope included in principal amount of the then total outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to Offering Memorandum will be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such curerequired). In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, the Issuer will furnish to Holders and to securities analysts and prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) . The Issuer may satisfy its obligations requirements set forth in this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to a parent entity; provided that the same is accompanied by an explanation of the material differences, if any, between the information relating to such parent entity, on the one hand, paragraph and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not paragraph may be audited. (c) Substantially concurrently with the furnishing or making satisfied by delivering such information available to the Trustee pursuant to Section 4.03(a), the Issuer shall post and posting copies of such information required by Section 4.03(a) on a website (which may be nonpublic non-public and may be maintained by the Issuer or a third third-party) to which access will be given to Holders and prospective purchasers of the Notes (which prospective purchasers will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer. In addition, no later than 15 Business Days after the date the annual and quarterly financial information for the prior fiscal period have been furnished pursuant to clauses (i) or (ii) of this Section 4.03(a), the Issuer shall also hold live quarterly conference calls with the opportunity to ask questions of management. No fewer than five Business Days prior to the date such conference call is to be held, the Issuer shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, prospective investors in purchasers of the Notes and securities analysts (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer) and market making financial institutions that are reasonably satisfactory institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to the Issuer. To the extent contact an individual at the Issuer determines (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call. (b) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required by the preceding paragraph shall include a reasonably detailed presentation, as determined in good faith that it cannot make such reports available by Senior Management of the Issuer, either on the face of the financial statements or in the manner described footnotes to the financial statements and in the preceding sentence after “Management’s discussion and analysis of financial condition and results of operations” section, of the use financial condition and results of operations of the Issuer and its commercially reasonable efforts, furnish such reports to Restricted Subsidiaries separate from the Holders financial condition and results of operations of the Unrestricted Subsidiaries. (c) In the event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Notes, upon their request. The the Issuer may condition satisfy its obligations under this covenant to provide consolidated financial information of the delivery of any such reports Issuer by furnishing consolidated financial information relating to such Holdersparent; provided that (1) such financial statements are accompanied by consolidating financial information for such parent, prospective investors the Issuer, the Restricted Subsidiaries that are Guarantors and the non-Guarantor Subsidiaries in the Notes manner prescribed by the SEC and securities analysts and market making financial institutions on the agreement of (2) such Persons to (i) treat all such reports (and the information contained there) and information as confidential, (ii) parent is not use such reports (and the information contained therein) and information for engaged in any purpose business in any material respect other than their investment incidental to its ownership, directly or potential investment in indirectly, of the Notes and (iii) not publicly disclose any such reports (and Capital Stock of the information contained therein) and informationIssuer. (d) Delivery of such reports, information and documents to the Trustee of any reports and other information pursuant to this Section 4.03 is for informational purposes only only, and the Trustee’s receipt thereof of such reports and information shall not constitute constructive notice of any information contained therein or determinable for from information contained therein, including the Issuer’s and any Guarantor’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (e) Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations described under this covenant, shall for the 365 days after the occurrence of such an Event of Default consist exclusively, to the extent permitted by applicable law, of the right to receive additional interest on the principal amount of the Notes at a rate equal to 0.50% per annum. This additional interest shall be payable in the same manner and subject to the same terms as other interest payable under this Indenture. This additional interest shall accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described above under this covenant first occurs to, but excluding, the 365th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting from such failure to comply with the reporting obligations is continuing on such 365th day, such additional interest shall cease to accrue and the Notes shall be subject to the other remedies provided under Article 6 hereof. (f) The Issuer shall also hold quarterly conference calls for the Holders of Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Issuer’s (or as applicable, any of any parent entity’s) equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of the Issuer and not later than 20 Business Days from the time that the Issuer distributes the financial information as set forth in Section 4.03(a). The Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). Notwithstanding anything to the contrary in this Section 4.03, if the Issuer or any parent entity of the Issuer has furnished the Holders of Notes and filed with the SEC the reports described in this Section 4.03 with respect to the Issuer or any parent entity, the Issuer shall be deemed to be in compliance with the provisions of this Section 4.03.