Common use of Reports to Holders Clause in Contracts

Reports to Holders. (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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that the Issuer may not be subject The Company will deliver to the reporting requirements Trustee, within 15 days after it is required to file them with the Commission, copies of : (A) annual reports on Form 10-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (B) reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (C) reports on Form 8-K (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); and (D) any other information, documents or other reports which the Company would be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act Act; provided, however, if the Company is not obligated to file the information, documents and reports described in clauses (A), (B), (C) or otherwise report on an annual and quarterly basis on forms provided for (D) of this sentence with the Commission, or if the Commission does not permit such annual and quarterly reporting pursuant to rules and regulations promulgated by the SECfiling, the Issuer will file with the SEC (and Company shall make available such information, documents and reports to prospective purchasers of the Notes, in addition to providing such information to the Trustee and Holders of the NotesHolders, without cost to any Holder, in each case within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 30 days after the end of each of time the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that Company would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be have been required to file such information with the SEC Commission, if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with . The Company shall be deemed to have furnished such information, documents or reports to the requirements specified in such form; provided that Trustee, the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to Holders and/or prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after if the time the Issuer would be required to file Company has filed such information information, documents or reports with the SEC if it were subject to Section 13 Commission via the ▇▇▇▇▇ filing system (or 15(dany successor system) of the Exchange Act. (b) Notwithstanding the foregoingand/or posted such information, such requirements shall be deemed satisfied for any particular period documents or report by posting reports that would be required to be filed substantially in the form required by the SEC on the IssuerCompany’s website and providing such information, documents or reports are publicly available. The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed through the Trustee within 15 days after ▇▇▇▇▇ filing system (or such successor thereto) or posted on the time Company’s website. For so long as any Notes remain outstanding during any period when the Issuer would be required to file such information with the SEC if it were Company is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” sectionpursuant to Rule 12g3-2(b) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingExchange Act, the Issuer will agree that, for so long as any Notes are outstanding, it Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery . The Company will transmit by mail to all Holders, as the names and addresses of such Holders appear upon the register, within 30 days after the filing thereof with the Trustee, the summaries of information, documents and reports required to be filed by the Company, if any, pursuant to this Indenture as may be required by rules and information regulations prescribed from time to time by the Commission. Delivery to the Trustee shall be of any such reports, certificates, information or documents or any annual reports, information, documents and other reports pursuant to Section 314(a) of the Trust Indenture Act is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including compliance by the Issuer’s compliance Company with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (a) Notwithstanding that Whether or not required by the Issuer may not be subject to Commission, so long as any Notes are outstanding, after the reporting requirements of Section 13 or 15(d) of date 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or Offer is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained thereinconsummated, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer Company will make available such information to prospective purchasers of Notes, in addition to providing such information furnish to the Trustee and the Holders of the Notes, in each case within l5 days after the time periods specified in the Issuer Commission's rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information with only, a report on the SEC if it were subject to Section 13 or 15(d) of annual financial statements by the Exchange Act.Company's certified independent accountants; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in with the form required by Commission on Form 8-K if the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information with required by the SEC if it were subject to Section 13 or 15(d) preceding paragraph shall include a reasonably detailed presentation, either on the face of the Exchange Actfinancial statements or in the footnotes or schedules thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, with such financial information (including a “Management’s discussion and analysis of the financial condition and results of operations” section) that would be operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the Commission, the Company will file a copy of all the information and reports referred to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: clauses (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such financial a filing) and make such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and available to securities analysts and prospective investors, investors upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Issuers will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 6, 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2, and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Parent Guarantor were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Parent Guarantor’s annual financial statements by the NotesParent Guarantor’s independent public accounting firm, in each case within l5 15 days after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Parent Guarantor were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, further, that the foregoing shall not obligate the Parent Guarantor to make available any information otherwise required to be included on a Form 8-K regarding the occurrence of any such events if it were (i) the Parent Guarantor 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 Parent Guarantor and its Subsidiaries, taken as a whole, or (ii) the Parent Guarantor otherwise intends to and obtains a waiver from the SEC for the filing of such information; provided, however, that, in the event that the Parent Guarantor is not subject to Section 13 the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, with such financial (i) the time periods for filing of the foregoing information and reports (including a collectively, the “Management’s discussion and analysis of financial condition and results of operations” sectionFinancial Reports”) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information specified in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the relevant forms or rules and regulations of the SEC permit the Issuer or any other applicable laws, rules or regulations as described in clauses (1) and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial information is accompanied statements would be required by consolidating information Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Parent Guarantor, as the case may be; provided that, notwithstanding that explains such Rule 3-05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Parent Guarantor may nonetheless deliver unaudited financial statements unless the Parent Guarantor shall have obtained such audited financial statements in reasonable detail connection with such acquisition, and provided, further, that the differences between the information relating Parent Guarantor shall in no event be required to such direct provide any financial statements as of dates or indirect parent and any of its subsidiaries for periods earlier or other than the Issuer dates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, (D) shall not be required to comply with Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X and (E) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC. For purposes of clarity, it is understood and agreed that (x) the Parent Guarantor may, in its subsidiariessole discretion, on include in any of the one handFinancial Reports information in addition to that specified in clauses (1) and (2) above and any information that it would otherwise be entitled to omit pursuant to the provisions described above, and (y) no financial statements shall be required for the information relating to acquisition or disposition of any entity, business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the Issuer and its subsidiaries on a standalone basiscase may be, on the other handshall have occurred. (db) In addition, The Issuers and the Guarantors agree to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Parent Guarantor or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Parent Guarantor) are not freely transferable under the Securities Act. (c) If the Parent Guarantor is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.09(a) above may be those of such parent entity instead of the Parent Guarantor; provided that, if there are material differences (as determined in good faith by the Parent Guarantor) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and of the Parent Guarantor and its consolidated Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.09(a) will include a presentation (which may be unaudited), either on the face of the financial statements or in the notes thereto, of the financial condition and results of operations of the Parent Guarantor and its Subsidiaries (it being understood and agreed that such presentation may take the form of a condensed consolidating statement of operations and a condensed consolidating balance sheet (in each case without notes thereto) or a presentation similar to that required by Rule 3-10 of Regulation S-X promulgated by the SEC (whether or not such rule is applicable) for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Issuers shall be deemed to have satisfied their obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.09(a) or Section 4.09(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Parent Guarantor, the Issuers or by a third party, in each case within the applicable time period specified above. (e) Delivery If any Financial Report or other information required by this Section 4.09 (or any other document referred to in Section 4.09(d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Issuers will be deemed to have satisfied their obligations under this Section 4.09 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. (f) In the event that the Parent Guarantor is not subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, the Parent Guarantor shall participate in quarterly conference calls (which shall include a customary “Q&A” period) after the delivery of the information referred to in Section 4.09(a)(1) above (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Parent Guarantor and/or its Subsidiaries) to discuss operating results and related matters. The Parent Guarantor shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Parent Guarantor to obtain access to the conference call. If delivered to the Trustee, such delivery of any such reports, information and documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerParent Guarantor’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)hereunder.

Reports to Holders. (a) Notwithstanding that Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer may not be subject shall furnish to the reporting requirements Holders of Notes, or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the time periods that would be applicable to the Issuer under Section 13 13(a) 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Act: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Form a filing with the Commission on Forms 10-Q, or any successor or comparable form; (3) promptly from time to time after Q and 10-K if the occurrence of an event Issuer were required to be therein reportedfile these Forms, such other reports including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on Form 8-K, or any successor or comparable formthe annual financial statements by the Issuer’s certified independent accountants; and (42) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting current reports that would be required to be filed substantially in with the form Commission on Form 8-K if the Issuer were required to file these reports. In addition, whether or not required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time Commission, the Issuer would be required to shall file such information with the SEC if it were subject to Section 13 or 15(d) a copy of all of the Exchange Act, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be required reports referred to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: clauses (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains with the Commission for public availability within the time periods specified in reasonable detail the differences between Commission’s rules and regulations (unless the Commission will not accept the filing) and make the information relating available to such direct or indirect parent securities analysts and any of its subsidiaries other than the prospective investors upon request. The Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree Guarantors have agreed that, for so long as any Notes are remain outstanding, it the Issuer will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . The Issuer shall file with the Trustee promptly after it files such annual and quarterly reports, information, documents and other reports with the Commission, copies of its annual report and of the information, documents and other reports (eor copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. The Issuer also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,: (1) within 90 days (or any other the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form); (2) within 45 days after the end of each of time period specified in the first three fiscal quarters of each fiscal yearSEC’s rules and regulations for a non-accelerated filer, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (3) promptly from time to time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form); and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, including by posting such reports on the primary website of the Issuer or its Subsidiaries, in addition to providing such information to the Trustee and the Holders of the NotesHolders, in the case of Form 10-K within 30 days, and in each other case within l5 days 15 days, after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActAct as a non-accelerated filer. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: that (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and (2) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case such consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under in this Section 4.02 4.03 for the Issuer will satisfy this Section 4.03. In addition, the Issuer will make such requirementsinformation available to prospective investors upon request. In addition, the Issuer will, for so long as any Notes remain 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, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer 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 obligation to determine whether or not the Issuer shall have made such filings. (c) In the event that any direct or indirect parent of the Issuer is permitted to or becomes a Guarantor, Issuer may satisfy its obligations under in this Section 4.02 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries Subsidiaries other than the Issuer and its subsidiariesSubsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries the Subsidiaries of the Issuer on a standalone stand-alone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2, and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, however, that, in the event that the Company is not subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, with such financial (i) the time periods for filing of the foregoing information and reports (including a collectively, the “Management’s discussion and analysis of financial condition and results of operations” sectionFinancial Reports”) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information specified in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the relevant forms or rules and regulations of the SEC permit the Issuer or any other applicable laws, rules or regulations as described in clauses (1) and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial information is accompanied statements would be required by consolidating information Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Company, as the case may be; provided that, notwithstanding that explains such Rule 3-05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements unless the Company shall have obtained such audited financial statements in reasonable detail connection with such acquisition, and provided, further, that the differences between the information relating Company shall in no event be required to such direct provide any financial statements as of dates or indirect parent and any of its subsidiaries for periods earlier or other than the Issuer and its subsidiaries, on the one handdates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, and (D) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC. For purposes of clarity, it is understood and agreed that (x) the Company may, in its sole discretion, include in any of the Financial Reports information relating in addition to that specified in clauses (1) and (2) above and any information that it would otherwise be entitled to omit pursuant to the Issuer provisions described above, and its subsidiaries on a standalone basis(y) no financial statements shall be required for the acquisition or disposition of any entity, on business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the other handcase may be, shall have occurred. (db) In additionThe Company and the Guarantors, if any, agree to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Company or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company) are not freely transferable under the Securities Act. (c) If the Company is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.09(a) may be those of such parent entity instead of the Company; provided that, if there are material differences (as determined in good faith by the Company) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and the consolidated or combined, as applicable, results of operations and financial condition of the Company and its Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.09(a) will include a presentation (which, at the option of the Company, may be unaudited and may appear on the face of the financial statements or in the notes thereto or elsewhere in the applicable Financial Reports) of the financial condition and results of operations of the Company and its Subsidiaries (it being understood and agreed that such presentation may, at the option of the Company, take the form of a condensed consolidating or combined, as applicable, statement of operations and a condensed consolidating or combined, as applicable, balance sheet (in each case without notes thereto unless the Company shall, in its sole discretion, elect to include notes), or a presentation similar to that required by Rule 3-10 of Regulation S-X (as such rule was in effect on December 31, 2020) promulgated by the SEC, or summarized financial information similar to that specified in Rule 1-02(bb)(1) of Regulation S-X promulgated by the SEC (without any notes thereto unless the Company, in its sole discretion, shall elect to include notes, and which summarized financial information may have such variations from the information specified in such Rule 1-02(bb)(1) as the Company may in its sole discretion deem appropriate, including, without limitation, variations to conform to the nature of its or its parent entity’s business and/or the line items and other information presented in its or its parent entity’s financial statements) for the Company and its Subsidiaries on a consolidated or combined basis, as applicable, in each case for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.09(a) or Section 4.09(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Company or by a third party, in each case within the applicable time period specified above. (e) Delivery If any Financial Report or other information required by this Section 4.09 (or any other document referred to in Section 4.09(d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Company will be deemed to have satisfied its obligations under this Section 4.09 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. If delivered to the Trustee, such delivery of any such reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (a) Notwithstanding that Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer may not will furnish to the Holders of Notes, or file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the time periods that would be applicable to the Issuer if it were subject to Section 13(a) or 15(d) of the Exchange Act: (i) All quarterly and annual financial and other information that would be required to be contained in a filing with the SEC on Forms 10‑Q and 10‑K if the Issuer were required to file these Forms; and (ii) All current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file these reports. In addition, whether or not required by the SEC, the Issuer will file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept the filing) and make the information available to securities analysts and prospective investors upon request. If any direct or indirect parent of the Issuer has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual Act, if applicable, and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by has furnished the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them filed electronically with the SEC) from ’s Electronic Data Gathering, Analysis and after the Issue Date, (1) within 90 days Retrieval System (or any other time period then in effect under successor system), the rules and regulations of the Exchange Act reports described herein with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or such parent (including any successor or comparable form, containing the financial information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information Regulation S‑X relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingGuarantors), the Issuer will agree 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 shall be deemed to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s in compliance with any the provisions of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Section 6.16.

Reports to Holders. For so long as the Securities remain outstanding, IRSA will: (a1) Notwithstanding Provide the Trustee with copies of its (i) annual financial statements audited by an internationally recognized firm of independent public accountants within 135 days after the end of IRSA’s fiscal year and (ii) quarterly financial statements (including a balance sheet, income statement and statement of cash flow for the fiscal quarter or quarters then ended and the corresponding fiscal quarter or quarters from the prior year) within sixty (60) days of the end of each of the first three (3) fiscal quarters of each fiscal year. Such annual and quarterly financial statements will be accompanied by a “management’s discussion and analysis” or other report of management providing an overview in reasonable detail of the results of operations and financial condition of IRSA and its Subsidiaries for the periods presented. English translations of the foregoing documents will be provided for any documents prepared in a language other than English. (2) Provide the Trustee with copies (including English translations of documents prepared in a language other than English) of certain material public filings made with any securities exchange or securities regulatory agency or authority promptly after such filing; provided that the Issuer may IRSA will not be required to provide such copies of public filings which may be obtained from the Commission via the ▇▇▇▇▇ System or its successor. In addition, at any time when IRSA is not 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 is exempt from the reporting requirements thereunder pursuant to rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10Rule 12g3-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d2(b) of the Exchange Act, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be required to be included in such reportsIRSA will make available, subject to exceptions consistent with the presentation of financial information in the Offering Memorandumupon request, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, Trustee the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . So long as the Securities are listed on Euro MTF, the alternative market of the Luxembourg Stock Exchange, IRSA will make available the information specified in clause (e2) above at the specified office of the Luxembourg Paying Agent for the Securities. Delivery of such the above reports and information to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerIRSA’s or any Subsidiary’s compliance with any of its the covenants under in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,: (1) within 90 days (or any other the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form); (2) within 45 days after the end of each of time period specified in the first three fiscal quarters of each fiscal yearSEC’s rules and regulations for a non-accelerated filer, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (3) promptly from time to time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form); and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of NotesNotes of each series, including by posting such reports on the primary website of the Issuer or its Subsidiaries, in addition to providing such information to the Trustee and the Holders of the NotesHolders, in the case of Form 10-K within 30 days, and in each other case within l5 days 15 days, after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActAct as a non-accelerated filer. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: that (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and (2) such parent entity of the Issuer is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case such consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under in this Section 4.02 for the Issuer will satisfy this Section 4.02. In addition, the Issuer will make such requirementsinformation available to prospective investors upon request. In addition, the Issuer will, for so long as any Notes of either series remain 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, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Notwithstanding the foregoing, the Issuer will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer 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 obligation to determine whether or not the Issuer shall have made such filings. In addition, such requirements shall be deemed satisfied prior to the commencement, if required, of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a). (c) In the event that any direct or indirect parent of the Issuer is permitted to or becomes a Guarantor, Issuer may satisfy its obligations under in this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries Subsidiaries other than the Issuer and its subsidiariesSubsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries the Subsidiaries of the Issuer on a standalone stand-alone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that If at any point the Issuer may not be Company is no longer 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, it the Company will furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) If at any point the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes upon their request): (i) within 90 days after the end of the first, second and third quarters of the Company’s fiscal year (commencing with the quarter ending immediately following the Company no longer being subject to such reporting requirements), quarterly unaudited financial statements (consolidated) prepared in accordance with GAAP of the Company for such period; and (ii) within 120 days after the end of the fiscal year of the Company (commencing with the first fiscal year ending immediately following the Company no longer being subject to such reporting requirements), annual audited financial statements (consolidated) prepared in accordance with GAAP of the Company for such fiscal year and a report on such annual financial statements by the Auditors. (c) Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report reports 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect Commission, so long as any Notes are outstanding this Indenture, the Issuer will furnish to the filing of a Form 10-K by a non-accelerated filer) after Trustee and Holders the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;following: (21) within 45 days after the end of each all quarterly and annual financial information of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information Issuer that would be required to be contained in Form a filing with the Commission on Forms 10-QQ and 10-K if the Issuer were required to file such Forms, or any successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and; (32) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the Commission on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which K if the Issuer would be were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports (during any period in which the Issuer is not required to file reports with the SEC Commission, such current reports need only be prepared or delivered if the SEC does not permit such filingIssuer determines in good faith that the information to be reported is material to the Holders of the Notes or the business, operations, assets, liabilities or financial position of the Issuer and its Subsidiaries, taken as a whole); in each case, within the time periods specified in the Commission’s rules and regulations (and, during any period in which event the Issuer is not required to file reports with the SEC, within the time periods specified in the Commission’s rules and regulations applicable to a “non-accelerated filer”). (b) The Issuer will make available all such information to prospective purchasers of Notes, in addition to providing such information available to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file case, by posting such information with the SEC if it were subject to Section 13 on its website, on Intralinks or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including comparable password-protected online data system which will require a “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 in the Offering Memorandum, to the extent filed within the times specified aboveconfidentiality acknowledgment. (c) In the event that: (1) the rules Any and regulations all Defaults or Events of the SEC permit the Issuer and any direct or indirect parent of the Issuer Default arising from a failure 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level furnish in a timely manner consistent with that described under the requirements set forth above under any report required by this Section 4.02 for the Issuer will satisfy such requirements, 4.13 shall be deemed cured (and the Issuer is permitted shall be deemed to satisfy its obligations under be in compliance with this Section 4.02 with respect to financial information relating 4.13) upon filing or posting such report as contemplated by this Section 4.13 (but without regard to the Issuer by furnishing financial information relating to date on which such direct report is so filed or indirect parentposted); provided that such cure shall not otherwise affect the rights of the Holders under Article Six if the principal of, premium, if any, on and interest on, the Notes have been accelerated in accordance with the case terms of clause (2) above this Indenture and such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating acceleration has not been rescinded or cancelled prior to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other handcure. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree thatwill, for so long as any Notes are remain outstanding, it will furnish to the Holders of such 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 so long as the Notes are not freely transferable under the Securities Act. (e) The Issuer will be deemed to have furnished the reports referred to in clauses (1) and (2) of the first paragraph of this Section 4.13 if the Issuer has filed reports containing such information with the SEC. The terms of this Indenture shall not impose any duty on the Issuer under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related SEC rules that would not otherwise be applicable to it. (f) Delivery of such reports and information to the Trustee shall be for informational purposes only only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates delivered pursuant to this Indenture, including without limitation Officer’s Certificates delivered pursuant to Section 4.06(a)). 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 under this Indenture, or participate in any conference calls.

Reports to Holders. (a) So long as the Notes are outstanding, the Issuer will deliver to the Trustee within 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports of the Issuer and of the information, documents and other reports, if any, which the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. 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 Act, so long as the SECNotes are outstanding, the Issuer will file with the SEC (and make available to the Trustee and Holders of the NotesSEC, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them in accordance with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly prescribed from time to time after by the occurrence of an event required to be therein reportedSEC, such other reports on Form 8-K, or any successor or comparable form; and (4) any other of the supplementary and periodic information, documents and other reports which of the Issuer would which may be required to file with the SEC if it were subject pursuant to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including in respect of a “Management’s discussion security listed and analysis of financial condition and results of operations” section) that would registered on a national securities exchange as may be required to be included prescribed in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified aboverules and regulations. (cb) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth in Section 4.02(a) above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause subclauses (1) and (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesSubsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries Subsidiaries on a standalone basis, on the other handhand within 15 Business Days of furnishing or making such information available to the Trustee pursuant to clause (a) above. (dc) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish or cause to be furnished 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. (d) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports on a website or any online system (in each case, which may be nonpublic and may be maintained by the Issuer or a third party), or by filing or causing to be filed such reports with the SEC. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 6, 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2 and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days (or the next succeeding Business Day if such 15th day is not a Business Day) after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, however, that, in the event that the Company is not subject to Section 13 the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, (i) the time periods for filing of the foregoing information and reports (collectively, the “Financial Reports”) specified in the relevant forms or rules and regulations of the SEC or any other applicable laws, rules or regulations as described in clauses (1) and (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial statements would be required by Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Company, as the case may be; provided that, notwithstanding that such Rule 3‑05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements unless the Company shall have obtained such audited financial statements in connection with such acquisition, and provided, further, that the Company shall in no event be required to provide any financial statements as of dates or for periods earlier or other than the dates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, (D) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC, (E) will not be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision, including Rule 13-01) or contain separate financial statements for the Company, any Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, (b) Section 3-10 of Regulation S-X (or any successor provision, including Rule 13-01) or (c) Section 3-16 of Regulation S-X (or any successor provision, including Rule 13-02), respectively, promulgated by the SEC and (F) under clause (2) above shall not be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Company and its Subsidiaries, taken as a “Management’s discussion whole, and analysis in no event shall such reports be required to include as an exhibit copies of any agreements, financial condition and results of operations” section) statements or other items that would be required to be included in such reports, subject filed as exhibits to exceptions consistent with the presentation of a current report on Form 8-K (other than historical and pro forma financial information in the Offering Memorandum, statements to the extent filed within reasonably available and subject to the times limitations set forth above). For purposes of clarity, it is understood and agreed that (x) the Company may, in its sole discretion, include in any of the Financial Reports information in addition to that specified above. (c) In the event that: in clauses (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating and any information that explains in reasonable detail it would otherwise be entitled to omit pursuant to the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one handprovisions described above, and (y) no financial statements shall be required for the information relating to acquisition or disposition of any entity, business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the Issuer and its subsidiaries on a standalone basiscase may be, on the other handshall have occurred. (db) In additionThe Company and the Guarantors, if any, agree to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Company or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company) are not freely transferable under the Securities Act. (c) If the Company is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.09 (a) above may be those of such parent entity instead of the Company; provided that, if there are material differences (as determined in good faith by the Company) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and of the Company and its consolidated Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.09(a) will include a presentation (which may be unaudited), either on the face of the financial statements or in the notes thereto, of the financial condition and results of operations of the Company and its Subsidiaries (it being understood and agreed that such presentation may take the form of a condensed consolidating statement of operations and a condensed consolidating balance sheet (in each case without notes thereto) or a presentation similar to that required by Rule 3-10 of Regulation S-X (or any successor provision, including Rule 13-01) promulgated by the SEC (whether or not such rule is applicable) for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.09(a) or Section 4.09(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Company or by a third party, in each case within the applicable time period specified above, provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing or posting has occurred. (e) Delivery If any Financial Report or other information required by this Section 4.09 (or any other document referred to in Section 4.09 (d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Company will be deemed to have satisfied its obligations under this Section 4.09 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. If delivered to the Trustee, such delivery of any such reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture hereunder, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Officers’ Certificates.

Reports to Holders. (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 The Issuer will file with the SEC (and make available furnish to the Trustee and the Holders of the Notes, without cost to any Holderas their names and addresses appear in the note register, within 15 days after it files (or is otherwise required to file) them with make available on the SEC) from and after the Issue Date,Issuer’s website: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports audited consolidated financial statements for such fiscal year prepared in accordance with GAAP, together with a report on the annual financial statements by the Issuer’s certified independent accountants and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” substantially similar to that which would be included in an Annual Report on Form 10-KK (as in effect on the Issue Date) filed with the SEC by the Issuer (if the Issuer were required to prepare and file such form); it being understood that the Issuer shall not be required to include any separate consolidating financial information with respect to the Issuer, any Subsidiary Guarantor or any other affiliate of the Issuer, or any successor separate financial statements or comparable forminformation for the Issuer, containing any Subsidiary Guarantor or any other affiliate of the information required to be contained therein, or required in such successor or comparable form;Issuer; and (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports unaudited consolidated financial statements for such fiscal quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” substantially similar to that which would be included in a Quarterly Report on Form 10-Q containing all quarterly information that would be required to be contained (as in Form 10-Q, or any successor or comparable form; (3effect on the Issue Date) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file filed with the SEC by the Issuer (if it the Issuer were subject required to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in prepare and file such form); provided it being understood that the Issuer shall not be so obligated required to file such reports include any separate consolidating financial information with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and the Holders Issuer, any Subsidiary Guarantor or any other affiliate of the NotesIssuer, in each case within l5 days after or any separate financial statements or information for the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 Issuer, any Subsidiary Guarantor or 15(d) any other affiliate of the Exchange Act.Issuer; and (b3) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed information substantially in the form required by the SEC on the Issuer’s website and providing such reports similar to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 a Current Report on Form 8-K (as in effect on the Issue Date) filed with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit by the Issuer and any direct or indirect parent of (if the Issuer were required to report at prepare and file such parent entity’s level on form) pursuant to Item 1.01 (Entry Into a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or Material Definitive Agreement) (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to acquisitions and dispositions only), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 4.01 (Changes in Registrant’s Certifying Accountants) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, pro forma financial information relating to and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the Issuer by furnishing financial information relating to such direct or indirect parentdate of filing that would have been required for a current report on Form 8-K; provided that no such information shall be required to be furnished if the Issuer determines in the case of clause (2) above its good faith judgment that such financial information is accompanied by consolidating information that explains in reasonable detail not material to the differences between Holders of the information relating to such direct Notes or indirect parent and any the business, assets, operations or financial position of its subsidiaries other than the Issuer and its subsidiariesRestricted Subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on taken as a standalone basis, on the other handwhole. (db) In addition, the Issuer will make such information available to the extent not satisfied by the foregoingsecurities analysts and prospective investors upon request. In addition, the Issuer will agree has agreed that, for so long as any Notes are remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Delivery Notwithstanding the foregoing provisions of such reports this Section 4.17, the Issuer will be deemed to have furnished the information referred to in clauses (1), (2) and information (3) above to the Trustee and the Holders of the Notes if the Issuer (or any parent company of the Issuer) has filed reports containing such information with the Commission via the ▇▇▇▇▇ filing system and such reports are publicly available (it being understood that the Trustee shall not be responsible for determining whether such filings have been made, that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from therefrom). (d) In addition, if at any time any parent company of the Issuer incurs a guarantee of the Notes (there being no obligation of any parent company of the Issuer to do so) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports, information contained therein (including and other documents required to be furnished to Holders of the Notes pursuant to this Section 4.17 may, at the option of the Issuer’s compliance with any , be those of its covenants under this Indenture as to which such parent company rather than the Trustee is entitled to rely exclusively on an Officer’s Certificate)Issuer.

Reports to Holders. (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 SECAct, so long as any Notes remain outstanding, the Issuer will file with the SEC (and make available to provide the Trustee and the Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,with: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filerVitro, (A) after the end of each fiscal year, annual reports on Form 1020-K, F (or any successor or comparable form, ) of Vitro containing the information required to be contained therein, therein (or required in such successor form) as well as (x) segment disclosure with respect to the Issuer and its Restricted Subsidiaries substantially similar to that provided in the annual report on Form 20-F for Vitro for the year ended December 31, 2002 and (y) additional information with respect to the Issuer’s and its Subsidiaries in the section “Item 5. Operating and Financial Review and Prospects” of such annual reports that would substantially comply with “Item 5.A. Operating Results” (including a discussion of net sales, cost of sales, general, administrative and selling expenses, operating income and net income for applicable periods) and “Item 5.B. Liquidity and capital resources” as applied to the Issuer and its Subsidiaries, within the time period required under the rules of the SEC for the filing of Form 20-F (or comparable any successor form;) by foreign private issuers subject thereto, and (2B) reports on Form 6-K (or any successor form) of Vitro including, whether or not required, unaudited quarterly financial statements (which shall include at least a balance sheet, income statement and statement of changes in financial position, in each case prepared in accordance with Mexican GAAP as in effect from time to time) along with other financial information and a discussion of results in each case with (i) at least the level of information provided by Vitro in its Form 6-K for the second quarter of 2003 and (ii) a discussion of net sales, cost of sales, general, administrative and selling expenses, operating income and net income of the Issuer and its Subsidiaries covering the periods for which the discussion of results is presented for Vitro, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;and (32) promptly with respect to the Issuer, audited annual and unaudited quarterly financial statements (which will include at least a balance sheet, income statement and statement of changes in financial position and notes thereto, in each case prepared in accordance with Mexican GAAP with an explanation of the principal differences between Mexican GAAP and U.S. GAAP ,in each case as in effect from time to time after the occurrence of an event required to be therein reportedtime), such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner English and in content comparable to that complies in all material respects required under Regulation S-X and Regulation S-K of the SEC, with respect to any audited annual financial statements, within the requirements specified in such form; provided that time period required under the Issuer shall not be so obligated to file such reports with rules of the SEC if for the SEC does not permit such filingfiling of Form 20-F (or any successor form) by foreign private issuers subject thereto or with respect to any unaudited quarterly financial statements, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 45 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) end of each of the Exchange Act. (b) first three fiscal quarters of each fiscal year. Notwithstanding the foregoing, such requirements shall be deemed satisfied for if at any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, it shall file with such financial the SEC the information described above in clause (including a “Management’s discussion and analysis of financial condition and results of operations” section1) that would with respect to itself, in which case it shall not be required to be included also provide the information described above in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or clause (2) ). In addition, at any direct or indirect parent of time when the Issuer is not subject to or becomes a Guarantor of the Notes, then is not current in each case consolidated its reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingabove, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investorsmake available, upon their request, to any Holder and any prospective purchaser of Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that Whether or not required by the Commission, so long as any Notes are outstanding, the Issuer may not shall file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system, “▇▇▇▇▇”), within the time periods that would be subject applicable to the reporting requirements of Issuer under Section 13 13(a) 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 (including any extension as would be permitted by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations Rule 12b-25 of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;Act): (2a) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Form a filing with the Commission on Forms 10-QQ and 10-K if the Issuer were required to file these Forms, or any successor or comparable form;including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and (3b) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed (but not furnished) with the Commission on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which K if the Issuer would be were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actthese reports; in each case in a manner that complies in all material respects with the requirements specified in such form; provided provided, however, that the Issuer shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event filings so long as the Issuer will make available posts such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case reports on its website without any passcode or other restrictions within l5 days after the time periods that would be applicable if the Issuer would be were required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the . The Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree Guarantors have agreed that, for so long as any Notes are remain outstanding, it the Issuer will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . The Issuer shall file with the Trustee promptly after it files such annual and quarterly reports, information, documents and other reports with the Commission, copies of its annual report and of the information, documents and other reports (eor copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding anything to the contrary in the foregoing, the Issuer will be deemed to have furnished such reports, information and documents referred to in the previous sentence to the Trustee if the Issuer has filed such reports, information and documents with the Commission via ▇▇▇▇▇ and such reports, information and documents are publicly available. The Issuer also shall comply with the other provisions of TIA Section 314(a). Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates).

Reports to Holders. For so long as any Securities remain Outstanding, IRSA PC will: (a) Notwithstanding Provide the Trustee with copies of its (i) annual financial statements audited by an internationally recognized firm of independent public accountants within 135 days after the end of IRSA PC’s fiscal year (which, as of the date of this Indenture, is June 30 of each year) and (ii) quarterly financial statements (including a balance sheet, income statement and statement of cash flow for the fiscal quarter or quarters then ended and the corresponding fiscal quarter or quarters from the prior year) within 60 days of the end of each of the first three (3) fiscal quarters of each fiscal year. Such annual and quarterly financial statements will be accompanied by a “management’s discussion and analysis” or other report of management providing an overview in reasonable detail of the results of operations and financial condition of IRSA PC and its Subsidiaries for the periods presented. English translations of the foregoing documents will be provided for any documents prepared in a language other than English; provided that the Issuer may IRSA PC will not be required to provide such copies of public filings which may be obtained from the SEC via ▇▇▇▇▇ System or the CNV or their respective successors; and (b) Provide the Trustee with copies (including English translations of documents prepared in a language other than English) of certain material public filings made with any securities exchange or securities regulatory agency or authority promptly after such filing; provided that IRSA PC will not be required to provide such copies of public filings which may be obtained from the SEC via the ▇▇▇▇▇ System or its successor or through the CNV via its Financial Information System (Autopista de Información Financiera), or its successor. In addition, at any time when IRSA PC is not 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 is exempt from the reporting requirements thereunder pursuant to rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10Rule 12g3-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d2(b) of the Exchange Act, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be required to be included in such reportsIRSA PC will make available, subject to exceptions consistent with the presentation of financial information in the Offering Memorandumupon request, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, Trustee the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . If the Securities of any Series are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, IRSA PC will make available the information specified in clause (eb) above at the specified office of the Paying Agent in Luxembourg for the Securities of such Series. Delivery of such the above reports and the information described in this ‎Section 3.11 to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerIRSA PC’s or any Subsidiary’s compliance with any of its the covenants under in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no obligation to monitor IRSA PC’s compliance with its obligations under this ‎Section 3.11.

Reports to Holders. (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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) At all times from and after the Issue Date, earlier of (1i) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act Registration with respect to the filing of a Form 10-K by a non-accelerated filerNotes and (ii) the date that is six months after the end of each fiscal yearClosing Date, annual reports on Form 10-Kin either case, whether or any successor or comparable form, containing not the information Company is then required to be contained thereinfile reports with the Commission, or required in the Company shall file with the Commission to the extent then permitted by the Exchange Act and by the Commission, all such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports information on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer appropriate available form as it would be required to file with the SEC Commission by Section 13(a) or 15(d) under the Exchange Act if it were a U.S. company and subject to Section 13 thereto, including information required by annual, quarterly or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall current reports whether or not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in so filed. The Company shall supply the form required by the SEC on the Issuer’s website Warrant Agent and providing such reports each Holder or shall supply to the Trustee within 15 days after the time the Issuer would be required Warrant Agent for forwarding to file all such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActHolders, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating without cost to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesHolders, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery copies of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s other information. The Warrant Agent's receipt of them such reports and other information shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s Company's compliance with any of its covenants under this Indenture hereunder (as to which the Trustee Warrant Agent is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates).. In addition, at all times prior to the earlier of the date of the Registration and the date that is six months after the Closing Date, the Company shall, at its cost, supply to the Warrant Agent, for forwarding to all Holders, without cost to such Holders, quarterly and annual reports substantially equivalent to those described above or which would otherwise be required by the Exchange Act, commencing with the report for the fiscal quarter ending immediately after the Closing Date; PROVIDED that the Company may deliver copies of the registration statement (including pre-effective amendments thereto) with respect to the exchange offer for the Notes to the extent it contains the information that would have been required in such reports. In addition, at all times prior to the Registration, upon the request of any such holder or any prospective purchaser of the Warrants designated by a Holder, the Company shall supply to such Holder or such prospective purchaser the information required under Rule 144A.

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer a Reporting Entity 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 the rules and regulations promulgated by the SECCommission, the Issuer Reporting Entity will file with the SEC (and make available to Commission within the Trustee and Holders of time periods specified in the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the Commission’s rules and regulations that are then applicable to the Reporting Entity (or if the Reporting Entity is not then subject to the reporting requirements of the Exchange Act with respect Act, then the time periods for filing applicable to the filing of a Form 10-K by a non-filer that is not an “accelerated filer” as defined in such rules and regulations) after (in either case, including any extension as would be permitted by Rule 12b-25 under the end Exchange Act or any special order of each fiscal year, the Commission): (i) all financial information that would be required to be contained in an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinCommission, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Reporting Entity’s independent registered public accounting firm; (2ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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 Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3iii) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the Commission on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Reporting Entity were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not be so obligated have no responsibility whatsoever to file determine if such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) filing has occurred. Notwithstanding the foregoing, such requirements shall (A) neither the Issuer nor another Reporting Entity will be deemed satisfied for required to furnish any particular period information, certificates or report by posting reports that would otherwise be required by Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K, (B) such reports will not be required to be filed substantially in the form contain financial information required by the SEC on the Issuer’s website and providing Rule 3-10 or Rule 3-16 of Regulation S-X, (C) such reports to the Trustee within 15 days after the time the Issuer would shall be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actexceptions, with such financial information (including a “Management’s discussion exclusions and analysis of financial condition and results of operations” section) that would be required to be included in such reports, subject to exceptions other differences consistent with the presentation of financial and other information in the Offering Memorandum, Memorandum and shall not be required to present compensation or beneficial ownership information and (D) the Issuer’s determination that it is a “foreign private issuer” (as such term is defined in the Securities Act or the Exchange Act) shall be conclusive with respect to the extent filed within determination of which Exchange Act form or forms of reports, information and documents are required to be provided pursuant to this covenant, until such time as the times specified above. Issuer or the Commission determines that the Issuer does not qualify as a “foreign private issuer” (cas so defined) In the event that: for purposes of providing such reports, information and documents. The financial statements, information and other documents required to be provided as described in this Section 4.19 may be those of (1i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2ii) any direct or indirect parent of the Issuer is (any such entity, a “Reporting Entity”), so long as in the case of (ii) such direct or becomes a Guarantor indirect parent of the NotesIssuer shall not conduct, then transact or otherwise engage, or commit to conduct, transact or otherwise engage, in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under any business or operations other than its direct or indirect ownership of all of the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirementsEquity Interests in, and its management of the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to Issuer; provided that, if the financial information relating to the Issuer by furnishing financial information relating so furnished relates to such direct or indirect parent; provided that in parent of the case of clause (2) above such financial information Issuer, the same is accompanied by consolidating information that explains in reasonable detail a reasonably detailed description of the quantitative differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesparent, on the one hand, and the information relating to the Issuer and its subsidiaries Subsidiaries on a standalone basis, on the other hand. (db) In addition, The requirements set forth in Section 4.19(a) may be satisfied by delivering such information to the extent not satisfied by Trustee and posting copies of such information on a website or on IntraLinks or any comparable online data system or website. (c) Not later than ten Business Days after the foregoingfurnishing of each such report discussed in ‎‎Section 4.19(a)(i) or ‎(ii), the Issuer will agree thathold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, for IntraLinks or other online data system or website on which the report is posted. (d) The Issuer will make the information described in ‎‎Section 4.19(a) available electronically to prospective investors upon request. For so long as any Notes are outstandingremain outstanding during any period when it is not or the Issuer 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, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act. (e) Delivery Notwithstanding the foregoing clauses ‎‎(a) through ‎‎(d) of this ‎‎Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Reporting Entity has filed such reports with the Commission via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (f) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 6, 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2, and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, however, that, in the event that the Company is not subject to Section 13 the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, with such financial (i) the time periods for filing of the foregoing information and reports (including a collectively, the “Management’s discussion and analysis of financial condition and results of operations” sectionFinancial Reports”) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information specified in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the relevant forms or rules and regulations of the SEC permit the Issuer or any other applicable laws, rules or regulations as described in clauses (1) and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial information is accompanied statements would be required by consolidating information Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Company, as the case may be; provided that, notwithstanding that explains such Rule 3-05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements unless the Company shall have obtained such audited financial statements in reasonable detail connection with such acquisition, and provided, further, that the differences between the information relating Company shall in no event be required to such direct provide any financial statements as of dates or indirect parent and any of its subsidiaries for periods earlier or other than the Issuer and its subsidiaries, on the one handdates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, and (D) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC. For purposes of clarity, it is understood and agreed that (x) the Company may, in its sole discretion, include in any of the Financial Reports information relating in addition to that specified in clauses (1) and (2) above and any information that it would otherwise be entitled to omit pursuant to the Issuer provisions described above, and its subsidiaries on a standalone basis(y) no financial statements shall be required for the acquisition or disposition of any entity, on business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the other handcase may be, shall have occurred. (db) In addition, The Company agrees to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Company or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company) are not freely transferable under the Securities Act. (c) If the Company is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.10(a) above may be those of such parent entity instead of the Company; provided that, if there are material differences (as determined in good faith by the Company) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and of the Company and its consolidated Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.10(a) will include a presentation (which may be unaudited), either on the face of the financial statements or in the notes thereto, of the financial condition and results of operations of the Company and its Subsidiaries (it being understood and agreed that such presentation may take the form of a condensed consolidating statement of operations and a condensed consolidating balance sheet (in each case without notes thereto) or a presentation similar to that required by Rule 3-10 of Regulation S-X promulgated by the SEC (whether or not such rule is applicable) for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.10(a) or Section 4.10(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Company or by a third party, in each case within the applicable time period specified above. (e) Delivery If any Financial Report or other information required by this Section 4.10 (or any other document referred to in Section 4.10(d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Company will be deemed to have satisfied its obligations under this Section 4.10 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. If delivered to the Trustee, such delivery of any such reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)hereunder.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be 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, so long as any Notes are outstanding hereunder, the Issuer will file with the SEC (and make available shall furnish to the Trustee and Holders of thereof the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,following: (1) within 90 days (or any other time period then in effect under the rules all quarterly and regulations annual financial statements of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActCommission on Forms 10-Q and 10-K, with such financial information (including a “Management’s discussion Discussion and analysis Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations” sectionoperations of the Issuer and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and (2) all current reports required to be filed with the Commission on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.02, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02 (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Issuer 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 Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries); in each case, within the time periods specified in the Commission’s rules and regulations (and, during any period in which the Issuer is not required to file reports with the Commission, within the time periods specified in the Commission’s rules and regulations applicable to a “non-accelerated filer”); 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 Commission or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required to be included in such reportsunder(a) Section 3-09 of Regulation S-X, subject to exceptions consistent with (b) Section 3-10 of Regulation S-X or (c) Section 3-16 of Regulation S-X, respectively, promulgated by the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified aboveCommission. (cb) In The Issuer shall make all such information available to the event that: (1) Trustee and the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownershipHolders, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at case, by posting such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy information on its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiarieswebsite, on the one hand, and the information relating to the Issuer and its subsidiaries on Intralinks or any comparable password-protected online data system which will require a standalone basis, on the other hand. (d) confidentiality acknowledgment. In addition, to the extent not satisfied by the foregoing, the Issuer will agree thatshall, for so long as any Notes are remain outstanding, it will furnish to the Holders of such 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 so long as the Notes are not freely transferable under the Securities Act. (c) Notwithstanding the foregoing, Issuer may satisfy its obligations in this Section 4.16 with respect to financial information relating to the Issuer by furnishing financial information relating to any Parent Entity; provided that if such Parent Entity has any material assets other than its direct or indirect Equity Interests of the Issuer, the same is accompanied by selected financial metrics, which may be unaudited, that show the differences (in the Issuer’s sole discretion) between the information relating to 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. (d) The Issuer will be deemed to have furnished the reports referred to in clauses (1) and (2) of Section 4.16(a) if the Issuer or any Parent Entity has filed reports containing such information (or any such information of a Parent Entity in accordance with the immediately preceding paragraph) with the Commission. The terms of this Indenture shall not impose any duty on the Issuer under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related Commission rules that would not otherwise be applicable to it. (e) At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (1) and (2) of Section 4.16(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (f) Delivery of such reports and information to the Trustee shall be for informational purposes only only, and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). (g) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.16 for purposes of Section 6.01(4) until 180 days after the date any report hereunder is due.

Reports to Holders. (a) Notwithstanding that So long as any Securities are outstanding, the Issuer may not be subject Company shall furnish 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Holders: (1) within 90 120 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the Company’s fiscal year information substantially equivalent to that which would be required to be contained thereinincluded in an Annual Report of a Foreign Private Issuer on Form 20-F (as in effect on that Issue Date) by a foreign private issuer subject to the Exchange Act, including all annual financial information that would be required by Form 20-F if the Company were required to prepare and file such form, including an “Operating and Financial Review and Prospects” section, a presentation of EBITDA and, in relation to the annual financial statements therein only, which will be prepared on the basis of GAAP as in effect on the date of such report or required financial statements (or otherwise on the basis of GAAP), a report on the financial statements included in such successor or comparable formreport by the Company’s independent auditors; (2) within 45 75 days after the end of each of the first three fiscal quarters of in each fiscal year, reports unaudited consolidated income statements, balance sheets and cash flow statements of the Company for such interim period and a summary financial review of such period (including a comparison against the prior year’s comparable period), including a discussion of (A) the financial condition and results of operations of the Company on Form 10-Q containing all quarterly a consolidated basis and material changes between the results of operations of the Company for the period under review (as compared to the same period in the prior year), (B) material developments in the business of the Company and its Restricted Subsidiaries during the period under review and (C) material developments and trends in the industry in which the Company competes; and (3) in each case, to be provided promptly following the event giving rise to the requirement to provide any such information, the following information that would be required to be contained filed with the Commission in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports Current Reports on Form 8-KK (as in effect on the Issue Date) if the Company were required to file such reports: all the information set forth in Items (1), or any successor or comparable form; and (2), (3), (4) and (7) of Form 8-K; provided, however, that the reports set forth in clauses (1), (2) and (3) above shall not be required to (a) contain any certification required by any such form or the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, (b) include any exhibit, (c) include separate financial statements for any Subsidiary or Affiliate of the Company or any acquired business, (d) comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated under the Securities Act, (e) contain any segment data other than as contained in the Offering Memorandum or (f) contain reconciliations to U.S. GAAP. (b) If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless (i) furnish the reports specified in Section 4.17(a) to the Trustee and (ii) post such reports referred to in Section 4.17(a) on its website within the time periods that would apply if the Company were required to file those reports with the Commission. (c) The Company shall provide the Trustee and Holders, within 10 days after it files with, or furnishes to, the Commission, copies of any other information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Issuer would be it is required to file with the SEC if it were subject Commission pursuant to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated Act or is required to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information furnish to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required Commission pursuant to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actthis Indenture. (bd) Notwithstanding Following the foregoingconsummation of the exchange offer contemplated by the Registration Rights Agreement, such requirements shall be deemed satisfied for any particular period whether or report by posting reports that would be required to be filed substantially in the form not required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit Commission, the Issuer Company shall file a copy of all information and any direct or indirect parent of reports specified in Sections 4.17(a) and 4.17(c) with the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of Commission for public availability within the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that time periods specified in the case of clause Commission’s rules and regulations (2unless the Commission will not accept such a filing) above and make such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and available to securities analysts and prospective investors, investors upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be is subject to Section 13(a) or 15(d) of the Exchange Act, the Issuer, the Co-Issuer and any Guarantor will, to the extent permitted under the Exchange Act, file with the SEC the annual reports, quarterly reports and other documents which the Issuer, the Co-Issuer and such Guarantor would have been required to file with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act if the Issuer, the Co-Issuer or such Guarantor were subject to such Sections of the Exchange Act, such documents to be filed with the SEC on or prior to the date (the “Required Filing Date”) by which the Issuer, the Co-Issuer and such Guarantor would have been required so to file such documents if the Issuer, the Co-Issuer and such Guarantor were subject to the Exchange Act. If at any time the Notes are guaranteed by a direct or indirect parent of the Issuer and such company has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, if applicable, and has furnished the Holders 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 filed electronically with the SEC’s Next-Generation ▇▇▇▇▇ System (or any successor system), the reports described herein with respect to such company, as applicable (including any financial information required by Regulation S-X under the Securities Act relating to the Issuer, the Co-Issuer will file and the Guarantors), the Issuer, the Co-Issuer and the Guarantors shall be deemed to be in compliance with the SEC provisions of this covenant. The Issuer, the Co-Issuer and any Guarantor will also in any event (and make available to the Trustee and Holders of the Notes, without cost to any Holder, 1) within 15 days after it files (or is otherwise required to file) them each Required Filing Date file with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations Trustee copies of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal yearannual reports, annual quarterly reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports documents which the Issuer, the Co-Issuer and such Guarantor would be have been required to file with the SEC if it were subject pursuant to Section 13 13(a) or Section 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with Act if the requirements specified in Issuer, the Co-Issuer and such form; provided that Guarantor were subject to either of such Sections of the Exchange Act and (2) if filing such documents by the Issuer, the Co-Issuer shall not be so obligated to file and such reports Guarantor with the SEC if is not permitted under the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information Exchange Act or prior to the Trustee Exchange Offer or the effectiveness of a shelf registration statement contemplated by the Registration Rights Agreement, promptly upon written request and the Holders payment of the Notesreasonable cost of duplication and delivery, in supply copies of such documents to any prospective holder at the Issuer’s cost. The Issuer, the Co-Issuer and each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements Guarantor shall be deemed to have satisfied for the foregoing requirements if the relevant documents have been filed with the SEC. If the Co-Issuer’s, any particular period Guarantor’s or report by posting reports that secured party’s financial statements would be required to be filed substantially included in the form required by the SEC on the Issuer’s website and providing such reports financial statements filed or delivered pursuant to the Trustee within 15 days after the time this Indenture if the Issuer would be required to file such information with the SEC if it were subject to Section 13 13(a) or 15(d) of the Exchange Act, with the Issuer shall include such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be required statements in any filing or delivery pursuant to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations this Indenture. So long as any of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingNotes remain outstanding, the Issuer will agree that, for so long as make available to any prospective purchaser of Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, or beneficial owner of Notes in connection with any sale thereof the information required to be delivered pursuant to by Rule 144A(d)(4) under the Securities Act, until the earlier of (x) such time as the Issuer has exchanged the Notes for the Exchange Notes and (y) such time as the holders thereof have disposed of such Notes pursuant to an effective registration statement under the Securities Act. (eb) The Issuer will hold quarterly conference calls for the Holders of the Notes to discuss financial information for the previous quarter. The conference call will be held following the last day of each fiscal quarter of the Issuer and not later than ten Business Days after the time that the Issuer distributes the financial information as required pursuant to Section 4.21(a). No fewer than two days prior to the conference call, the Issuer shall issue a press release announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. For the avoidance of doubt, the Issuer may satisfy the requirements of this Section 4.21(b) by holding the conference calls required within the time period required as part of any earnings calls of the Issuer in accordance with customary past practice. (c) Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only only, and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including therein, include the Issuer’s Issuers’ compliance with any of its the covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificateofficers’ certificates).

Reports to Holders. For so long as any Securities remain Outstanding, IRSA PC will: (a) Notwithstanding Provide the Trustee with copies of its (i) annual financial statements audited by an internationally recognized firm of independent public accountants within 135 days after the end of IRSA PC’s fiscal year (which, as of the date of this Indenture, is June 30 of each year) and (ii) quarterly financial statements (including a balance sheet, income statement and statement of cash flow for the fiscal quarter or quarters then ended and the corresponding fiscal quarter or quarters from the prior year) within 60 days of the end of each of the first three (3) fiscal quarters of each fiscal year. Such annual and quarterly financial statements will be accompanied by a “management’s discussion and analysis” or other report of management providing an overview in reasonable detail of the results of operations and financial condition of IRSA PC and its Subsidiaries for the periods presented. English translations of the foregoing documents will be provided for any documents prepared in a language other than English; provided that the Issuer may IRSA PC will not be required to provide such copies of public filings which may be obtained from the SEC via ▇▇▇▇▇ System or the CNV or their respective successors; and (b) Provide the Trustee with copies (including English translations of documents prepared in a language other than English) of certain material public filings made with any securities exchange or securities regulatory agency or authority promptly after such filing; provided that IRSA PC will not be required to provide such copies of public filings which may be obtained from the SEC via the ▇▇▇▇▇ System or its successor or through the CNV via its Financial Information System (Autopista de Información Financiera), or its successor. In addition, at any time when IRSA PC is not 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 is exempt from the reporting requirements thereunder pursuant to rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10Rule 12g3-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d2(b) of the Exchange Act, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be required to be included in such reportsIRSA PC will make available, subject to exceptions consistent with the presentation of financial information in the Offering Memorandumupon request, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, Trustee the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . If the Securities of any Series are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, IRSA PC will make available the information specified in clause (eb) above at the specified office of the Paying Agent in Luxembourg for the Securities of such Series. Delivery of such the above reports and the information described in this Section 3.11 to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such reports shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerIRSA PC’s or any Subsidiary’s compliance with any of its the covenants under in this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no obligation to monitor IRSA PC’s compliance with its obligations under this Section 3.11.

Reports to Holders. (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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,The Company shall: (1) within 90 days So long as any Notes are outstanding, furnish to the Holders, with a copy to the Trustee (or any other file or furnish, as applicable, with the Commission for public availability), within the time period then periods specified in effect under the Commission’s rules and regulations of the Exchange Act with respect applicable to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal yearfiler (including any extensions permitted by Rule 12b-25), annual reports on Form 10-K, whether or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be not required to file reports with the SEC if it were subject Commission pursuant to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in : (A) all material respects quarterly and annual financial and other information with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee Company and the Holders of the Notes, in each case within l5 days after the time the Issuer its Subsidiaries that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; provided, however, such reports shall not be required to comply with the SEC if it were subject to Section 13 or 15(d) Sections 302, 906 and 404 of the Exchange Act.▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or related items 307 and 308 of Regulation S-K; and (bB) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting (x) all current reports that would be required to be filed substantially in with the form required by Commission on Form 8-K if the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports and (y) substantially concurrently with the SEC making, closing or other consummation of any Restricted Payment pursuant to Sections 4.08(a)(2) or 4.08(b)(14) or any Permitted Investment pursuant to clause (1) (only in respect of Investments in Restricted Subsidiaries that are not Guarantors), (3) (only in respect of Investments in Restricted Subsidiaries that are not Guarantors) or (19) of the definition thereof, in each case, that is in excess of $15.0 million, a Form 8-K disclosing that: (i) a Restricted Payment or Permitted Investment has been made, (ii) the provision of this Indenture pursuant to which such Restricted Payment or Permitted Investment has been made, (iii) the amount of such Restricted Payment or Permitted Investment and (iv) solely in respect of a Restricted Payment pursuant to Section 4.08(b)(14) or Permitted Investment pursuant to clause (1) (only in respect of Investments in Restricted Subsidiaries that are not Guarantors) or (19) of the definition thereof, the remaining availability under such clause after giving effect to such Restricted Payment or Permitted Investment, as applicable. (2) After furnishing the Holders the reports and financial statements required by Section 4.17(a)(1)(A), hold a conference call to discuss such reports and the results of operations for the relevant reporting period and will issue a press release to an internationally recognized wire service at least three Business Days prior to the date of the conference call required to be held in accordance with this Section 4.17(a)(2), announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders, prospective investors, broker dealers and securities analysts with respect to debt securities and associated with a nationally recognized financial institution (“Securities Analysts”) to contact the appropriate person at the Company to obtain such information. (b) Notwithstanding Section 4.17(a), so long as the MLP or any other Parent continues to provide a Note Guarantee, if it were subject to the MLP or such other Parent files reports with the Commission in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, furnishes such reports to Holders or posts such reports on its website (in either case with such financial information a copy to the Trustee (including a “Management’s discussion and analysis of financial condition and results of operations” section) provided that would be required to be included in such reports, subject to exceptions consistent any filing with the presentation of financial information Commission shall be deemed delivered to the Trustee)), in compliance with the time periods specified in the Offering Memorandumfirst paragraph hereof, then the Company shall be deemed to the extent filed within the times specified abovecomply in full with this Section 4.17. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock None of the Issuer, the Co-Issuer, the MLP or any other Parent shall be required to comply with Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X. (2d) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent Any failure to comply with that described under the requirements set forth above under this Section 4.02 for 4.17 shall be automatically cured when the Issuer will satisfy such requirementsCompany, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating MLP or any other Parent provides all required reports to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesHolders, on the one hand, and the information relating with a copy to the Issuer and its subsidiaries on a standalone basisTrustee, on or files all required reports with the other handCommission. (de) In addition, to the extent not otherwise satisfied by the foregoingthis Section 4.17, the Issuer will agree that, for so long as any Notes are outstanding, it will Company shall furnish to the Holders and to securities analysts Securities Analysts and prospective investors, 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. (ef) The Company shall be entitled to require certification as to a Person’s bona fide status as a beneficial owner, prospective investor or Securities Analyst, as applicable, prior to distributing to such person the reports and other information to be provided by the Company. (g) Delivery of such reports reports, information and information documents to the Trustee shall be pursuant to this Section 4.17 is for informational purposes only only, and the Trustee’s receipt of them thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s Issuers’ compliance with any of its their covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,: (1) within 90 days (or any other the time period then specified in effect under the SEC’s rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by for a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form); (2) within 45 days after the end of each of time period specified in the first three fiscal quarters of each fiscal yearSEC’s rules and regulations for a non-accelerated filer, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form) containing the information required to be contained therein (or required in such successor or comparable form); (3) promptly from time to time after the occurrence of an event required to be therein reportedreported (and in any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K, K (or any successor or comparable form); and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided provided, however, that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, including by posting such reports on the primary website of the Issuer or its Subsidiaries, in addition to providing such information to the Trustee and the Holders of the NotesHolders, in the case of Form 10-K within 30 days, and in each other case within l5 days 15 days, after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActAct as a non-accelerated filer. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: that (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).and

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer a Reporting Entity may not be subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SECCommission, the Issuer Reporting Entity will file with the SEC (and make available to Commission within the Trustee and Holders of time periods specified in the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the Commission’s rules and regulations that are then applicable to the Reporting Entity (or if the Reporting Entity is not then subject to the reporting requirements of the U.S. Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any extension as would be permitted by Rule 12b-25 under the U.S. Exchange Act with respect or any special order of the Commission): (i) all financial information that would be required to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, be contained in an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinCommission, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Reporting Entity’s independent registered public accounting firm; (2ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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 Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3iii) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the Commission on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Reporting Entity were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not be so obligated have no responsibility whatsoever to file determine if such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) filing has occurred. Notwithstanding the foregoing, such requirements shall (A) neither the Issuer nor another Reporting Entity will be deemed satisfied for required to furnish any particular period information, certificates or report by posting reports that would otherwise be required by Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K, (B) such reports will not be required to be filed substantially in the form contain financial information required by the SEC on Rule 3-10 or Rule 3-16 of Regulation S-X, (C) such reports shall be subject to exceptions, exclusions and other differences consistent with the Issuer’s website historical practice and providing such reports to the Trustee within 15 days after the time the Issuer would shall not be required to file present compensation or beneficial ownership information and (D) the Issuer’s determination that it is a “foreign private issuer” (as such information with term is defined in the SEC if it were subject to Section 13 U.S. Securities Act or 15(d) of the U.S. Exchange Act) shall be conclusive with respect to the determination of which U.S. Exchange Act form or forms of reports, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be documents are required to be included in provided pursuant to this covenant, until such time as the Issuer or the Commission determines that the Issuer does not qualify as a “foreign private issuer” (as so defined) for purposes of providing such reports, subject information and documents. The financial statements, information and other documents required to exceptions consistent with the presentation be provided as described in this Section 4.19 may be those of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2ii) any direct or indirect parent of the Issuer is (any such entity, a “Reporting Entity”), so long as in the case of (ii) such direct or becomes a Guarantor indirect parent of the NotesIssuer shall not conduct, then transact or otherwise engage, or commit to conduct, transact or otherwise engage, in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under any business or operations other than its direct or indirect ownership of all of the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirementsEquity Interests in, and its management of the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to Issuer; provided that, if the financial information relating to the Issuer by furnishing financial information relating so furnished relates to such direct or indirect parent; provided that in parent of the case of clause (2) above such financial information Issuer, the same is accompanied by consolidating information that explains in reasonable detail a reasonably detailed description of the quantitative differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesparent, on the one hand, and the information relating to the Issuer and its subsidiaries Subsidiaries on a standalone basis, on the other hand. (db) In addition, The requirements set forth in Section 4.19(a) may be satisfied by delivering such information to the extent not satisfied by Trustee and posting copies of such information on a website or on IntraLinks or any comparable online data system or website. (c) Not later than ten Business Days after the foregoingfurnishing of each such report discussed in ‎‎Section 4.19(a)(i) or ‎(ii), the Issuer will agree thathold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, for IntraLinks or other online data system or website on which the report is posted. (d) The Issuer will make the information described in ‎‎Section 4.19(a) available electronically to prospective investors upon request. For so long as any Notes are outstandingremain outstanding during any period when it is not or the Issuer is not subject to Section 13 or 15(d) of the U.S. Exchange Act, or otherwise permitted to furnish the Commission with certain information pursuant to Rule 12g3-2(b) of the U.S. Exchange Act, it will 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 U.S. Securities Act. (e) Delivery Notwithstanding the foregoing clauses ‎‎(a) through ‎‎(d) of this ‎‎Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Reporting Entity has filed such reports with the Commission via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (f) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. At all times from and after the earlier of (ai) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) date of the commencement of an Exchange Act Offer or otherwise report on an annual the effectiveness of the Shelf Registration Statement (the "Registration Date") and quarterly basis on forms provided for such annual and quarterly reporting pursuant (ii) the date 180 days after the Issue Date, in either case, whether or not the Company is then required to rules and regulations promulgated by file reports with the SECCommission, the Issuer Company will file with the SEC Commission (and make available to the Trustee and Holders of extent accepted by the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Commission): (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Form a filing with the SEC on Forms 10-Q, or any successor or comparable form; (3) promptly from time to time after Q and 10-K if the occurrence of an event Company were required to be therein reportedfile such Forms, such other reports including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on Form 8-K, or any successor or comparable formthe annual financial statements by the Company's certified independent accountants; and (42) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting current reports that would be required to be filed substantially in with the form SEC on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if any of the Company's Subsidiaries are not Guarantors, then the quarterly and annual financial information required by the SEC preceding paragraph shall include a reasonably detailed presentation, either on the Issuer’s website face of the financial statements or in the footnotes thereto, and providing in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries that are Guarantors separate from the financial condition and results of operations of the Subsidiaries that are not Guarantors and the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC rules and regulations (unless the SEC will not accept such reports a filing) and make such information available to securities analysts and prospective investors upon request. For all reporting periods ending on a date subsequent to June 17, 1999, the Issuer shall include in each Form 10-Q and Form 10-K a presentation, which need not be audited, of sales, operating income, interest expense, depreciation and amortization, and capital expenditures for such operating period and the twelve months ended on the last day of such reporting period, on a pro forma basis consistent with Article 11 of Regulation S-X of the Exchange Act. The Company will also be required (a) to supply the Trustee and each Holder of Securities, or supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other documents within 15 days after the time date on which the Issuer Company files such reports and documents with the Commission or the date on which the Company would be required to file such information reports and documents if the Company were so required and (b) if filing such reports and documents with the SEC if it were subject to Section 13 Commission is not accepted by the Commission or 15(d) of is prohibited under the Exchange Act, with to supply at the Company's cost copies of such financial information (including a “Management’s discussion reports and analysis documents to any prospective Holder of financial condition Securities promptly upon written request. In addition, at all times prior to the earlier of the Registration Date and results the date 180 days after the Issue Date, the Company will, at its cost, deliver to each Holder of operations” section) the Securities quarterly and annual reports substantially equivalent to those that would be required to be included in such reportsby the Exchange Act. Furthermore, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, at all times prior to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingRegistration Date, the Issuer Company will agree that, for so long supply at the Company's cost copies of such reports and documents to any prospective Holder of Securities promptly upon written request and 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 by Rule 144A(d)(4) under the Securities Act. (e) . Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s 's receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s Company's compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates).

Reports to Holders. (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 will file with the SEC (and make available The Company shall furnish to the Trustee and, upon request, to beneficial owners of, and Holders prospective investors (that are qualified institutional buyers as defined in Rule 144A under the Securities Act) in, the Notes a copy of all of the Notes, without cost information and reports referred to any Holder, within 15 days after it files in clauses (or is otherwise required to file1) them with the SECand (2) from and after the Issue Date,of this Section 4.17(a). (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act 105 with respect to the filing period ended December 31, 2010) days of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in audited financial statements for such successor or comparable form; fiscal year (2along with customary comparative results) and (b) within 45 (75 with respect to the period ended June 30, 2010 and 60 with respect to the period ended September 30, 2010) days after of the end of each of the first three fiscal quarters of each every fiscal year, reports unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter (along with comparative results for the corresponding interim period in the prior year), in each case, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and, with respect to the annual information only, a report on Form 10-Q containing the annual financial statements by the Company’s certified independent accountants (all quarterly of the foregoing financial information that would be required to be contained prepared on a basis substantially consistent with the corresponding financial information included in Form 10-Q, or any successor or comparable formthe then applicable Commission requirements); (32) promptly from time to time after within 10 Business Days of the occurrence of an event required to be therein reported, such other reports containing substantially the same information required to be contained in a Current Report on Form 8-KK under the Exchange Act (other than Items 3.01 (Notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing), 3.02 (Unregistered sales of equity securities), 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year), 5.04 (Temporary suspension of trading under registrant’s employee benefit plans) and 5.05 (Amendments to the Registrant’s Code of Ethics, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) Waiver of a Provision of the Exchange Act; in each case in Code of Ethics) thereof). If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.17 shall include a manner that complies in all material respects with reasonably detailed presentation, either on the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders face of the Notesfinancial statements or in the footnotes thereto, and in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Exchange Actfinancial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (b) Notwithstanding The Company shall: (1) hold a quarterly conference call to discuss the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially information contained in the form annual and quarterly reports required by under clause (1) of Section 4.17(a) (the SEC on “Financial Reports”) not later than five Business Days from the Issuer’s website and providing time the Company furnishes such reports to the Trustee within 15 days after Trustee; (2) no fewer than three Business Days prior to the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) date of the Exchange Act, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be conference call required to be included held in accordance with clause (1) of Section 4.17(a), issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and directing the beneficial owners of, and prospective investors in, the Notes and securities analysts with respect to debt securities and associated with a nationally recognized financial institution (“Securities Analysts”) to contact an individual at the Company (for whom contact information shall be provided in such reportspress release) to obtain the Financial Reports and information on how to access such conference call; and (3) (A) (x) maintain a public or non-public website to which beneficial owners of, subject and prospective investors in, the Notes and Securities Analysts are given access and to exceptions consistent which the reports required by this Section 4.17 are posted along with, as applicable, details on the time and date of the conference call required by clause (1) of this Section 4.17(b) and information on how to access that conference call and (y) distribute via electronic mail such reports and conference call details to beneficial owners of, and prospective investors in, the Notes and Securities Analysts who request to receive such distributions or (B) file such reports electronically with the presentation of financial information in the Offering MemorandumCommission through its Electronic Data Gathering, to the extent filed within the times specified aboveAnalysis and Retrieval System (or any successor system). (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to To the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will Company shall furnish to Holders the holders of the Notes and to securities analysts Securities Analysts and prospective investors, 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. (ed) Delivery of The Company shall be entitled to require certification as to a person’s bona fide status as a beneficial owner, prospective investor or Securities Analyst, as applicable, prior to distributing to such person the reports and other information to be provided by the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Company.

Reports to Holders. (a) Notwithstanding that the Issuer Company 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,, the Company will furnish to the Trustee, within 15 days after the time periods specified below: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, all financial information (including audited financial statements) of the Company that would be required to be contained in an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Company’s independent registered public accounting firm; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly financial information of the Company 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 (3) promptly from time to time after the occurrence of any of the following events (but in no event later than an registrant would be required to report such event on a Form 8-K), all current reports to the extent relating to such event that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, K or any successor or comparable form; and form (4) any other information, documents and other reports which if the Issuer would be required to file with the SEC if it were subject to Company had been a reporting company under Section 13 or 15(d) of the Exchange Act): (a) the entry into or termination of material agreements; (b) significant acquisitions or dispositions; (c) the sale of equity securities; (d) bankruptcy; (e) cross-default under direct material financial obligations; (f) a change in the Company’s certifying independent auditor; (g) the appointment or departure of directors or executive officers; (h) non-reliance on previously issued financial statements; and (i) change of control transactions, in each case case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee except as described above or below and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering MemorandumCircular; provided, that the foregoing shall not obligate the Company to the extent filed within the times specified above. (ci) In the event that: (1) the rules and regulations of the SEC permit the Issuer and make available any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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 otherwise required to be delivered pursuant included on a Form 8-K regarding the occurrence of any such events if the Company determines in its good faith judgment that such event that would otherwise be required to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information be disclosed is not material to the Trustee shall be for informational purposes only Holders of the Notes or the business, assets, operations, financial positions or prospects of the Company and the Trustee’s receipt of them shall not constitute constructive notice its Restricted Subsidiaries taken as a whole or (ii) make available copies of any information contained therein agreements, financial statements or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under this Indenture other items that would be required to be filed as exhibits to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)such report.

Reports to Holders. (aThe Issuers will deliver to the Trustee within 15 days after the filing of the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Issuers are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Issuer Issuers 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 SECCommission, the Issuer Issuers will file with the SEC Commission (and make available to provide the Trustee and the Holders of the Noteswith copies thereof, without cost to any each Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, Commission), (1a) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form; ); (2b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; ); (3c) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, K (or any successor or comparable form); and and (4d) any other information, documents and other reports which the Issuer Issuers would be required to file with the SEC Commission if it they were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided provided, however, that the Issuer Issuers shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event the Issuer Issuers will make available such information to prospective purchasers of NotesSecurities, in addition to providing such information to the Trustee and the Holders of the NotesHolders, in each case within l5 15 days after the time the Issuer Issuers would be required to file such information with the SEC Commission, if it they were subject to Section Sections 13 or 15(d) of the Exchange Act. (b) . Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period (x) prior to April 30, 1998, if the Issuers deliver to the Trustee and the Holders of the Securities on or report prior to such date copies of the audited financial statements of the Issuers and (y) prior to May 31, 1998, by posting reports filing with the Commission and delivering to the Trustee and the Holders of the Securities on or prior to such date a registration statement under the Securities Act that contains the information that would be required to be filed substantially in a Form 10-K for the form required by Issuers for the SEC on year ended December 31, 1997 and a Form 10-Q for the Issuer’s website Issuers for the quarter ended March 31, 1998. The Issuers will also comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and providing such reports documents to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s 's receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s Issuers' compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates).

Reports to Holders. (aThe Issuers will deliver to the Trustee within 15 days after the filing of the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Issuers are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Issuer Issuers 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 SECCommission, the Issuer Issuers will file with the SEC Commission (and make available to provide the Trustee and Holders of the Noteswith copies thereof, without cost to any each Holder, within 15 days after it files (or is otherwise required to file) them with the SECCommission) from and after the Issue Date, (1a) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, K (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form; ); (2b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, (or any successor or comparable form; ); (3c) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, K (or any successor or comparable form); and and (4d) any other information, documents and other reports which the Issuer Issuers would be required to file with the SEC Commission if it they were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided provided, however, that the Issuer Issuers shall not be so obligated to file such reports with the SEC Commission if the SEC Commission does not permit such filing, in which event the Issuer Issuers will make available such information to prospective purchasers of NotesSecurities, in addition to providing such information to the Trustee and the Holders of the NotesHolders, in each case within l5 15 days after the time the Issuer Issuers would be required to file such information with the SEC Commission, if it they were subject to Section 13 or 15(d) of the Exchange Act. (b) . The above reporting requirements with respect to the Issuers may be satisfied through the filing and provision of such reports, information and documents by the Holdings Issuers in lieu of the Issuers. Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period (x) prior to April 30, 1998, if the Holdings Issuers deliver to the Trustee and the Holders of the Securities on or report prior to such date copies of the audited financial statements of the Holdings Issuers and (y) prior to May 31, 1998, by posting reports filing with the Commission and delivering to the Trustee and the Holders of the Securities on or prior to such date a registration statement under the Securities Act that contains the information that would be required to be filed substantially in a Form 10-K for the form required by Holdings Issuers for the SEC on year ended December 31, 1997 and a Form 10-Q for the Issuer’s website and providing such reports to Holdings Issuers for the Trustee within 15 days after the time the Issuer would be required to file such information quarter ended March 31, 1998. The Issuers will also comply with the SEC if it were subject to Section 13 or 15(d) other provisions of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateTIA ss. 314(a).

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be 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, so long as any Notes are outstanding hereunder, the Issuer will file with the SEC (and make available shall furnish to the Trustee and Holders of thereof the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,following: (1) within 90 days (or any other time period then in effect under the rules all quarterly and regulations annual financial statements of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information Issuer that would be required to be contained in Form filed with the Commission on Forms 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8Q and 10-K, or any successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and (42) all current reports required to be filed with the Commission on Form 8‑K under Items 1.01, 1.02. 1.03, 2.01, 2.02, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02 (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S‑K) as in effect on the Issue Date if the Issuer 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 other informationemployment or compensatory arrangement agreement, documents plan or understanding between the Issuer (or any of its Subsidiaries) and other reports any director, manager or executive officer, of the Issuer (or any of its Subsidiaries), in each case, within the time periods specified in the Commission’s rules and regulations (and, during any period in which the Issuer is not required to file reports with the Commission, within the time periods specified in the Commission’s rules and regulations applicable to a “non‑accelerated filer”); 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 Commission or contain separate financial statements for the Issuer, the Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required to file with under(a) Section 3‑09 of Regulation S‑X, (b) Section 3‑10 of Regulation S‑X or (c) Section 3‑16 of Regulation S‑X, respectively, promulgated by the SEC if it were subject to Section 13 or 15(dCommission. (b) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the The Issuer will make available all such information to prospective purchasers of Notes, in addition to providing such information available to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file case, by posting such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiarieswebsite, on the one hand, and the information relating to the Issuer and its subsidiaries on Intralinks or any comparable password-protected online data system which will require a standalone basis, on the other hand. (d) confidentiality acknowledgment. In addition, to the extent not satisfied by the foregoing, the Issuer will agree thatshall, for so long as any Notes are remain outstanding, it will furnish to the Holders of such 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 so long as the Notes are not freely transferable under the Securities Act. Notwithstanding the foregoing, Issuer is permitted to satisfy its obligations in this Section 4.16 with respect to financial information relating to the Issuer by furnishing financial information relating to any Parent Entity; provided that if such Parent Entity has any material assets other than its direct or indirect Equity Interests of the Issuer, the same is accompanied by selected financial metrics, which may be unaudited, that show the differences (in the Issuer’s sole discretion) between the information relating to 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. (ec) The Issuer will be deemed to have furnished the reports referred to in clauses (1) and (2) of Section 4.16(a) if the Issuer or any Parent Entity has filed reports containing such information (or any such information of a Parent Entity in accordance with the immediately preceding paragraph) with the Commission. The terms of the Indenture shall not impose any duty on the Issuer under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related Commission rules that would not otherwise be applicable to it. (d) Delivery of such reports and information to the Trustee shall be for informational purposes only only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall have no responsibility for the filing, timeliness or content of reports. Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.16 for purposes of clause (4) under Section 6.01 until 90 days after the date any report hereunder is due.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report reports on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by of the SECCommission, so long as any Notes of a series are outstanding this Indenture, the Issuer will file with the SEC (and make available furnish to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with Notes of such series the SEC) from and after the Issue Date,following: (1) within 90 days (or any other time period then in effect under the rules all quarterly and regulations annual financial information of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information Issuer that would be required to be contained in Form a filing with the Commission on Forms 10-QQ and 10-K if the Issuer were required to file such Forms, or any successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and; (32) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the Commission on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which K if the Issuer would be were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports (during any period in which the Issuer is not required to file reports with the SEC Commission, such current reports need only be prepared or delivered if the SEC does not permit Issuer determines in good faith that the information to be reported is material to the Holders of the Notes of such filingseries or the business, operations, assets, liabilities or financial position of the Issuer and its Subsidiaries, taken as a whole); in each case, within the time periods specified in the Commission’s rules and regulations (and, during any period in which event the Issuer will is not required to file reports with the SEC, within the time periods specified in the Commission’s rules and regulations applicable to a “non-accelerated filer”). (b) The Issuer shall make available all such information to prospective purchasers of Notes, in addition to providing such information (as well as the details regarding the conference call described below) available to the Trustee and the Holders of the NotesNotes of such series, in each case within l5 days after the time the Issuer would be required to file case, by posting such information with on its website, on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment. The Issuer will hold quarterly conference calls (for the SEC if it were subject to Section 13 or 15(d) avoidance of the Exchange Act. (b) Notwithstanding the foregoingdoubt, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website quarterly earnings call shall satisfy such requirement) for the Holders and providing such reports securities analysts to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with discuss such financial information (including a “Management’s discussion and analysis for the previous reporting period no later than 10 business days after distribution of such 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 in the Offering Memorandum, to the extent filed within the times specified aboveinformation. (c) In the event that: (1) the rules Any and regulations all Defaults or Events of the SEC permit the Issuer and any direct or indirect parent of the Issuer Default arising from a failure 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level furnish in a timely manner consistent with that described under the requirements set forth above under any report required by this Section 4.02 for the Issuer will satisfy such requirements, covenant shall be deemed cured (and the Issuer is permitted shall be deemed to satisfy its obligations under be in compliance with this Section 4.02 with respect to financial information relating covenant) upon filing or posting such report as contemplated by this covenant (but without regard to the Issuer by furnishing financial information relating to date on which such direct report is so filed or indirect parentposted); provided that such cure shall not otherwise affect the rights of the Holders of Notes of a series under Article Six if the principal of, premium, if any, on, and interest on, the Notes of such series have been accelerated in accordance with the case terms of clause (2) above this Indenture and such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating acceleration has not been rescinded or cancelled prior to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other handcure. (d) In addition, to the extent not satisfied by the foregoing, the The Issuer will agree thatshall, for so long as any Notes are of a series remain outstanding, it will furnish to the Holders of such Notes of such series and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes of such series are not freely transferable under the Securities Act. (e) The Issuer shall be deemed to have furnished the reports referred to in clauses (1) and (2) of the first paragraph of this Section 4.13 if the Issuer has filed reports containing such information with the SEC. The terms of this Indenture shall not impose any duty on the Issuer under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related Commission rules that would not otherwise be applicable to it. (f) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports and information to the Trustee shall be for informational purposes only only, and the Trustee’s receipt of them shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates delivered pursuant to this Indenture, including without limitation Officer’s Certificates delivered pursuant to Section 4.06(a)) 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 Commission or any website under this Indenture, or participate in any conference calls.

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer Company 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 the rules and regulations promulgated by the SEC, the Issuer Company will file with the SEC (within the time periods specified in the SEC’s rules and make available regulations that are then applicable to the Trustee and Holders Company (or if the Company is not then subject to the reporting requirements of the NotesExchange Act, without cost then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any Holder, within 15 days after it files (extension as would be permitted by Rule 12b-25 under the Exchange Act or is otherwise required to file) them with any special order of the SEC) from and after the Issue Date,): (1) within 90 days (or any other time period then all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Company were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not have no responsibility whatsoever to determine if such filing has occurred. (b) The requirements set forth in the preceding paragraph may be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing satisfied by delivering such information to the Trustee and the Holders posting copies of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 on a website or 15(d) of the Exchange Acton IntraLinks or any comparable online data system or website. (bc) Notwithstanding Not later than ten Business Days after the foregoingfurnishing of each such report discussed in Section 4.19(a)(1) or (2), the Company will hold a conference call related to the report. Details regarding access to such requirements conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website on which the report is posted. (d) The reports set forth in Section 4.19(a)(1) and (2) shall be deemed satisfied for any particular period or report by posting reports that would be required include disclosure with respect to be filed substantially the non-Guarantor Subsidiaries similar to what was included in the form required by Offering Memorandum. (e) The Issuer will make the SEC on information described in Section 4.19(a) available electronically to prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not or the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were Company is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with such financial certain information (including a “Management’s discussion and analysis of financial condition and results of operations” sectionpursuant to Rule 12g3-2(b) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstandingExchange Act, it will 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 U.S. Securities Act. (f) Notwithstanding the foregoing clauses (a) through (e) Delivery of this Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (g) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be Company is then subject to the reporting requirements of Section 13 13(a) 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, the Issuer will file with the SEC (and make available Company shall furnish to the Trustee and Holders of the NotesHolders, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with so long as the SEC) from and after the Issue Date,Notes are outstanding: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 75 days after the end of each of the first three fiscal quarters of in each fiscal year, quarterly reports on Form 106-Q containing all quarterly information that would be required to be contained in Form 10-Q, K (or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such containing unaudited financial information statements (including a “Managementbalance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operationsoperations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (2) within 120 days after the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year; and (3) at or prior to such times as would be required to be filed or furnished to the SEC if the Company was then a “foreign private issuer” sectionsubject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Company would have been required pursuant thereto; provided, however, that to the extent that the Company ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee and the Holders, so long as any Notes are outstanding, within 60 days of the respective dates on which the Company would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be included in filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and, provided, further, that such reports, subject reports will not be required to exceptions consistent with contain any officer’s certificates or the presentation of separate financial information for Guarantors that would be required under Rule 3-10 of Regulation S-X promulgated by the SEC, provided, however, that in lieu thereof the Company will provide the summary information concerning revenues, EBITDA, assets and liabilities of non-guarantors in a manner consistent in all material respects with that set forth under “Summary—The Offering” in the Offering Memorandum, to Memorandum for the extent filed within the times specified aboveperiod(s) covered by each such report. (cb) In the event that: (1) addition, whether or not required by the rules and regulations of the SEC permit SEC, the Issuer and any direct Company shall electronically file or indirect parent of the Issuer 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 respect other than incidental to its ownershipfurnish, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in as the case may be, a copy of clause all such information and reports referred to in clauses (21) above through (3) of Section 4.17(a) that it would be required to file as a foreign private issuer with the SEC for public availability within the time periods specified therein (unless the SEC shall not accept such financial a filing) and make such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating available to such direct or indirect parent securities analysts and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) prospective investors upon request. In addition, to the extent not satisfied by the foregoing, the Issuer will agree Company agrees that, for so long as any Notes are remain outstanding, it will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Delivery Notwithstanding the foregoing provisions of this Section 4.17, the Company shall be deemed to have furnished, in compliance with this Section 4.17, such reports and information referred to in Section 4.17(a) hereof to the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall Holders if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. Furthermore, notwithstanding anything herein to the contrary, the Company will not constitute constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance be deemed to have failed to comply with any of its covenants under obligations hereunder for purposes of Section 6.01(3) until 120 days after the date any report hereunder is due, and any failure to comply with this Indenture as Section 4.17 shall automatically be cured when the Company provides all required reports to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Holders.

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act Commission, so long as any Securities are outstanding, the Company shall file a copy of the following information and reports with respect the Trustee and the Commission for public availability (unless the Commission will not accept such a filing) and shall furnish to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal yearSecurities and to securities analysts and prospective investors, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;upon their written request: (2i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (it being understood that the first of such Forms required to be filed by the Company following the Issue Date shall be a Form 10-QQ for the quarter ending March 31, or any successor or comparable form; (32003) promptly from time and, with respect to time after the occurrence of an event required to be therein reportedannual information only, such other reports on Form 8-K, or any successor or comparable forma report thereon by the Company's certified independent accountants; and (4ii) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting current reports that would be required to be filed substantially in with the form required by Commission on Form 8-K if the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information with reports, in each case within the SEC if it were subject to Section 13 or 15(d) time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange ActOffer, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be whether or not required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) by the rules and regulations of the SEC permit Commission, the Issuer Company shall file a copy of all such information and any direct or indirect parent of reports with the Issuer Commission for public availability (unless the Commission will not accept such a filing) and make such information available to report at such parent entity’s level on a consolidated basis securities analysts and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating prospective investors upon written request to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) Company. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are Securities remain outstanding, it will the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that For so long as the Issuer may not be subject Notes remain Outstanding, the Company shall provide to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual Holders and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of a URL address providing access to the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,following items in English: (1i) within 90 days (A) the Company’s annual financial statements audited by KPMG ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, S.C. or any other time period then in effect under internationally recognized firm of independent public accountants and an Officer’s Certificate stating whether to the rules and regulations best knowledge of the Exchange Act with respect to the filing Company, after reasonable diligence, any default or event of a Form 10-K by a non-accelerated filerdefault has occurred and is continuing, as soon as available and in any event within one hundred twenty (120) days after the end of each the Company’s fiscal year; (B) quarterly financial statements (including a statement of financial position, annual reports on Form 10-Kstatement of profit or loss and cash flow statement for the fiscal quarter then ended and the corresponding fiscal quarter from the prior year) and an Officer’s Certificate stating whether to the best knowledge of the Company, after reasonable diligence, any default or event of default has occurred and is continuing, as soon as available and in any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; event within ninety (290) within 45 days after of the end of each of the first three fiscal quarters of in each fiscal year; provided that, the availability of the foregoing reports on Form a publicly available website of the Company shall be deemed to satisfy the foregoing delivery requirements and provided further that, references to financial statements in this paragraph refer only to the Company and its consolidated Subsidiaries, if any; (C) without duplication, upon request, English language versions or summaries in electronic format of such other reports or notices as may be filed or submitted by (and within ten (10) days after filing or submission by) the Company with the SGX-Q containing all quarterly information ST, or any other stock exchange on which the notes may be listed, in each case, to the extent that would any such report or notice is generally available to the Company’s debt holders, provided, however, that the Company shall not be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing furnish such information to the Trustee extent such information is available on the Company’s website or on Braskem S.A.’s website as indicated by the Company or to the extent that the information contained therein is not materially different than the information provided pursuant to clause (a) and (b) above; and (D) promptly (but in any event within ten (10) Business Days after an Officer of the Holders Company obtains Knowledge or is aware thereof), a notice of: (i) the occurrence of any Default or Event of Default under the Notes, (ii) prior to the occurrence of the Loan Repayment Event, the occurrence of any material default under, or any amendment, waiver, modification, supplement, cancellation, suspension or termination of, under or in each case within l5 days after respect of the time ESA (except for any amendments, modifications, waivers or supplements of a clerical, technical or administrative matter) and any request therefor, (iii) prior to the Issuer would be required occurrence of the Loan Repayment Event, the occurrence of any Mandatory Prepayment Event under the Existing Bank Debt if such event triggers an Offer to file such information with Purchase under the SEC if it were subject Notes pursuant to Section 13 or 15(d5.8 and (iv) a Change of the Exchange Act. (b) Notwithstanding the foregoing, such requirements Control. These annual and quarterly financial statements shall be deemed satisfied for any particular period or report prepared in accordance with IFRS and such annual financial statements shall be accompanied by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “Managementmanagement’s discussion and analysis of financial condition and the results of operations” section) that would the Company’s operations and liquidity and capital resources for the periods presented. Any and all defaults or events of default arising from a failure to comply with this Section 3.9 shall be required deemed cured (and the Company shall be deemed to be included in compliance with this Section 3.9) upon furnishing or filing such reports, subject to exceptions consistent with the presentation of financial statements or information in the Offering Memorandum, to the extent filed within the times specified above.as contemplated by this Section 3.9; and (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2ii) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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 so long as the Notes are not freely transferable under the Securities Act. (eb) In addition, for so long as the Notes remain Outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company shall, during any period in which it is neither subject to Section 13 or 15(d) under the Exchange Act nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any Holder or any owner of a beneficial interest in a Global Note, to a prospective purchaser of a Note or beneficial interest therein who is a QIB, or to the Trustee for delivery to such Holder or beneficial owner or prospective purchaser, as the case may be, in connection with any sale thereof, in each case at the Holder’s written request to the Company, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. For the avoidance of doubt, as long as the Company maintains such exemption, the Company shall not be required to deliver information otherwise required to be delivered under Rule 144A(d)(4) of the Securities Act. (c) Delivery of such reports reports, information and information documents to the Trustee pursuant to this Section 3.9 shall be for informational purposes only and the Trustee’s receipt of them such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture (as to which the Trustee is shall be entitled to conclusively rely exclusively on an upon Officer’s CertificateCertificates). The Trustee shall have no obligation to determine if and when the Company has satisfied its reporting obligations under Section 3.9.

Reports to Holders. So long as any Securities are outstanding, at all times from and after the earlier of (ai) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) date of the commencement of an Exchange Act Offer or otherwise report on an annual the effectiveness of the Shelf Registration Statement (the "Registration Date") and quarterly basis on forms provided for such annual and quarterly reporting pursuant (ii) the date 180 days after the Issue Date, in either case, whether or not the Company is then required to rules and regulations promulgated by file reports with the SECCommission, the Issuer Company will file with the SEC Commission (and make available to the Trustee and Holders of extent accepted by the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Commission): (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Form a filing with the SEC on Forms 10-Q, or any successor or comparable form; (3) promptly from time to time after Q and 10-K if the occurrence of an event Company were required to be therein reportedfile such Forms, such other reports including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on Form 8-K, or any successor or comparable formthe annual financial statements by the Company's certified independent accountants; and (42) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting current reports that would be required to be filed substantially in with the form SEC on Form 8-K if the Company were required to file such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if any of the Company's Subsidiaries are not Guarantors, then the quarterly and annual financial information required by the SEC preceding paragraph shall include a reasonably detailed presentation, either on the Issuer’s website face of the financial statements or in the footnotes thereto, of the financial condition and providing results of operations of the Company and its Restricted Subsidiaries that are Guarantors separate from the financial condition and results of operations of the Subsidiaries that are not Guarantors and from the Unrestricted Subsidiaries of the Company. In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) of this Section 4.12 with the SEC for public availability within the time periods specified in the SEC rules and regulations (unless the SEC will not accept such reports a filing) and make such information available to securities analysts and prospective investors upon request. For all reporting periods commencing after August 12, 1999, the Issuer shall include in each Form 10-Q and Form 10-K a presentation, which need not be audited, of sales, operating income, interest expense, depreciation and amortization, and capital expenditures for such operating period and the twelve months ended on the last day of such reporting period, on a pro forma basis consistent with Article 11 of Regulation S-X of the Exchange Act. The Company will also be required (a) to supply the Trustee and each Holder of Securities, or supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other documents within 15 20 days after the time date on which the Issuer Company files such reports and documents with the Commission or the date on which the Company would be required to file such information reports and documents if the Company were so required and (b) if filing such reports and documents with the SEC if it were subject to Section 13 Commission is not accepted by the Commission or 15(d) of is prohibited under the Exchange Act, with to supply at the Company's cost copies of such financial information (including a “Management’s discussion reports and analysis documents to any prospective Holder of financial condition Securities promptly upon written request. In addition, at all times prior to the earlier of the Registration Date and results the date 180 days after the Issue Date, the Company will, at its cost, deliver to each Holder of operations” section) the Securities quarterly and annual reports substantially equivalent to those that would be required to be included in such reports50 -45- by the Exchange Act. Furthermore, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, at all times prior to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingRegistration Date, the Issuer Company will agree that, for so long supply at the Company's cost copies of such reports and documents to any prospective Holder of Securities promptly upon written request and 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 by Rule 144A(d)(4) under the Securities Act. (e) . Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s 's receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s Company's compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates).

Reports to Holders. (a) Notwithstanding that If the Issuer may not be subject Company is (i) required to file with the reporting requirements of SEC information, documents, or reports pursuant to Section 13 or Section 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, the Issuer will file with the SEC (and make available it shall deliver to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Trustee: (1A) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 1020-K, F (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor form) within the time period required under the rules of the SEC for the filing of Form 20-F (or comparable any successor form;) by foreign private issuers subject thereto, and (2B) reports on Form 6-K (or any successor form) including, whether or not required, unaudited quarterly financial statements (which shall include at least a balance sheet, income statement and cash flow statement along with other financial information and a discussion of results in each case with a substantially similar level of information in all material respects as provided by the Company in its Form 6-K for the third quarter of 2009, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;or (3ii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be not required to file with the SEC if it were subject SEC, information, documents, or reports pursuant to Section 13 or Section 15(d) of the Exchange Act, then it will deliver to the Trustee, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required by Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; in each case in a manner provided, however, that complies in all material respects if the Company files with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such SEC, information, documents, or reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers by virtue of Notes, in addition to providing such information its being subject to the Trustee and the Holders requirements of the NotesSection 12, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or Section 15(d) of the Exchange Act and its duty to file with the SEC, such information, documents or reports is subsequently suspended or terminated, then the Company shall deliver to the Trustee, in lieu of the information, documents or reports previously filed with the SEC, such information, documents and reports in the English language that the Company is required to make public pursuant to Rule 12g3-2(b) under the Exchange Act. (b) Notwithstanding If MFRS are materially different, for purposes of calculations under the foregoingIndenture, such requirements shall be deemed satisfied than Mexican Financial Reporting Standards used for any particular period purposes of the financial statements provided pursuant to Section 3.19(a)(i) or report by posting reports that would be required to be filed substantially in (ii), no later than when due under Section 3.19(a)(i) or (ii), respectively, the form required by the SEC on the Issuer’s website and providing such reports Company will deliver to the Trustee within 15 days after (x) a description of the time differences between accounting principles in the Issuer would be required to file such information with the SEC if it were subject financial statements provided pursuant to Section 13 3.19(a)(i) or 15(d(ii) and the financial statements used for calculations under the Indenture, and (y) an unaudited quantitative reconciliation of revenues, Consolidated EBITDA, Consolidated Net Income, and the Exchange ActConsolidated Fixed Charge Coverage Ratio, with such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that would be required to be included in such reportsand, subject to exceptions consistent with the presentation of financial information in the Offering Memorandumafter any Reversion Date has occurred, to the extent filed within the times specified abovecumulative Consolidated Net Income since January 1, 2010. (c) In At any time when the event that: Company is not subject to or is not current in its reporting obligations under Section 3.19(a)(i) or (1) ii), the rules and regulations of the SEC permit the Issuer Company shall make available, upon request, to any holder and any direct or indirect parent prospective purchaser of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (ed) Delivery So long as the Notes are listed on Euro MTF, the alternative market of such reports and the Luxembourg Stock Exchange, the Company shall make available the information to specified in Section 3.19(c) at the Trustee shall be specified office of the Luxembourg Paying Agent for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Notes.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be Company is then subject to the reporting requirements of Section 13 13(a) 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, the Issuer will file with the SEC (and make available Company shall furnish to the Trustee and Holders of the NotesHolders, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with so long as the SEC) from and after the Issue Date,Notes are outstanding: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 75 days after the end of each of the first three fiscal quarters of in each fiscal year, quarterly reports on Form 106-Q containing all quarterly information that would be required to be contained in Form 10-Q, K (or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such containing unaudited financial information statements (including a “Managementbalance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operationsoperations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (2) within 120 days after the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year; and (3) at or prior to such times as would be required to be filed or furnished to the SEC if the Company was then a “foreign private issuer” sectionsubject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Company would have been required pursuant thereto; provided, however, that to the extent that the Company ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee and the Holders, so long as any Notes are outstanding, within 60 days of the respective dates on which the Company would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be included in filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and, provided, further, that such reports, subject reports will not be required to exceptions consistent with contain any officer’s certificates or the presentation of separate financial information for Guarantors that would be required under Rule 3-10 of Regulation S-X promulgated by the SEC, provided, however, that in lieu thereof the Company will provide the summary information concerning revenues, EBITDA, assets and liabilities in a manner consistent in all material respects with that set forth under “Summary—The Offering” in the Offering Memorandum, to Memorandum for the extent filed within the times specified aboveperiod(s) covered by each such report. (cb) In the event that: (1) addition, whether or not required by the rules and regulations of the SEC permit SEC, the Issuer and any direct Company shall electronically file or indirect parent of the Issuer 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 respect other than incidental to its ownershipfurnish, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in as the case may be, a copy of clause all such information and reports referred to in clauses (21) above through (3) of Section 4.17(a) with the SEC for public availability within the time periods specified therein (unless the SEC shall not accept such financial a filing) and make such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating available to such direct or indirect parent securities analysts and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) prospective investors upon request. In addition, to the extent not satisfied by the foregoing, the Issuer will agree Company agrees that, for so long as any Notes are remain outstanding, it will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Delivery Notwithstanding the foregoing provisions of this Section 4.17, the Company shall be deemed to have furnished in compliance with this Section 4.17 such reports and information referred to in Section 4.17(a) to the Trustee and the Holders if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. (d) Furthermore, notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(3) until 120 days after the date any report hereunder is due, and any failure to comply with this Section 4.17 shall automatically be cured when the Company provides all required reports to the Holders. The Trustee shall have no responsibility for the filing, timeliness or content of reports. Delivery of the reports, information and documents in accordance with this Section 4.17 shall satisfy the Company’s obligation to make such delivery, but, in the case of the Trustee, such delivery shall be for informational purposes only only, and the Trustee’s receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture (as to which the Trustee trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that the Issuer may not be So long as any Notes are outstanding, and 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 SEC4.21(b), the Issuer will file with the SEC (and make available shall furnish to the Trustee and (who, at the Issuer’s expense, shall then furnish to Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,): (1i) within 90 120 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after following the end of each of the first three Issuer’s fiscal quarters of each fiscal yearyears, reports on Form 10-Q an annual report containing all quarterly substantially the same information that as would be required to be contained in an annual report filed with the Commission on Form 1020-QF (as in effect on August 6, 2004), including annual audited condensed balance sheets, statements of income, statements of shareholders equity, and statements of cash flows (with notes thereto) for the Issuer and its Subsidiaries on a consolidated basis for the year then ended and the prior fiscal year and prepared in accordance with GAAP, which need not, however, contain: (i) any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X of the Commission; (ii) other than agreements governing material Debt of the Issuer and its Restricted Subsidiaries, the exhibits or certifications required by such form; or (iii) subject to the second paragraph below, separate financial statements of any successor or comparable formof its affiliates, even if such statements would be required to be included on Form 20-F pursuant to Regulation S-X, as promulgated under the Securities Act; (3ii) within 75 days following the end of the fiscal quarter ended March 31, 2007 and within 60 days following the end of the first three fiscal quarters in each of the Issuer’s fiscal years thereafter, quarterly reports containing unaudited balance sheets, statements of income, statements of shareholders equity and statements of cash flows for the Issuer and its Subsidiaries on a consolidated basis for the quarterly period then ended and the corresponding quarterly period in the prior fiscal year and prepared in accordance with GAAP, which need not, however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X of the Commission, together with an operating and financial review for such quarterly period and condensed footnote disclosure; and (iii) promptly from time to time after the occurrence of an event required to be therein reportedreported therein, such other reports on containing substantially the same information required to be contained in Items (1) through (6) of Form 8-K, K (or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange ActCommission. (b) Notwithstanding If the foregoingAcquisition shall have been consummated (and subject to the last paragraph of this Section 4.21(b)): (i) the Issuer shall furnish to the Trustee, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports date of the relevant filing with the Commission (or, to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were extent HTCC is not subject to Section 13 or 15(d) of the Exchange Act, with on the date such financial information (including a “Management’s discussion and analysis of financial condition and results of operations” section) that relevant filing would be have been required to be included filed if HTCC were so subject), all annual and quarterly reports required to be filed with the Commission; provided that the financial statements contained in any such report (and any financial information derived therefrom and contained in such reportsreport) may be denominated in U.S. Dollars and provided further that any such report shall include, subject in a footnote, the following condensed consolidating financial information of the Issuer for the same periods covered by such report: total revenue; net profit (loss); cash and cash equivalents; total liabilities; earnings before interest, taxes, depreciation and amortization; capital expenditure; net interest expense; and net cash flow provided by (used in) operating activities; (ii) the Issuer shall furnish to exceptions consistent the Trustee, on the date of the relevant filing with the presentation Commission, all other reports of financial information in HTCC required to be filed by HTCC with the Offering MemorandumCommission (or, to the extent filed HTCC is not subject to Section 13 or 15(d) of the Exchange Act, other reports of HTCC containing substantially the same information required to be contained in Items (1) through (6) of Form 8 K (or any successor form) of the Commission); and (iii) the Issuer shall furnish to the Trustee (who at the Issuer’s expense, shall then furnish by mail to Holders of the Notes), within 120 days following the times specified end of each of the Issuer’s fiscal years, the Issuer’s annual statutory financial statements as of and for such fiscal year and the immediately preceding fiscal year (which financial statements may be denominated in U.S. Dollars). Anything in this Indenture to the contrary notwithstanding, if the foregoing provisions of this Section 4.21(b) are applicable and the Issuer is in compliance with its obligations under such provisions, then the Issuer shall be deemed to be in compliance with Section 4.21(a) (without any requirement to take any action under such Section 4.21(a)); provided, however, that the Issuer may at any time elect to cease compliance with this Section 4.21(b), in which case the Issuer shall, on and following the date of such election, comply with Section 4.21(a). In the event that HTCC or any subsidiary of HTCC (other than the PIK Issuer or any of its Subsidiaries) shall have undertaken or engaged in an HTCC Restricted Activity, the Issuer will, as of and following the first day on which HTCC or such subsidiary shall have undertaken or engaged in such activity, be prohibited from complying with the foregoing provisions of this Section 4.21(b) and shall instead be required to comply with Section 4.21(a) above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will shall furnish to the Holders of the Notes and to securities analysts and prospective investors, upon their requestthe request of such Holders, 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 Exchange Act by Persons who are not “affiliates” under the Securities Act. (d) If any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information referred to in Sections 4.21(a) and (b)will include a reasonably detailed presentation, either on its face or in the footnotes thereto, and in the operating and financial review, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries or HTCC, the Issuer and the Issuer’s Restricted Subsidiaries (as the case may be), in each case, separate from the financial condition and results of operations of the Issuer’s Unrestricted Subsidiaries. (e) Delivery The Issuer will also make available copies of all reports furnished to the Trustee (i) on Invitel’s website or HTCC’s website, as the case may be; (ii) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency; and (iii) if and so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, copies of such reports and information furnished to the Trustee shall will also be for informational purposes only and made available at the Trustee’s receipt specified office of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Luxembourg Paying Agent.

Reports to Holders. (a) Notwithstanding that So long as any Notes are outstanding, the Issuer may not be subject Company shall furnish 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Trustee: (1i) within 90 120 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after following the end of each of the Company’s fiscal years, information (presented in the English language), consolidated income statements audited by an internationally recognized firm of independent public accountants, balance sheets and cash flow statements and the related notes thereto for the Company for the two most recent fiscal years in accordance with IFRS, together with an audit report thereon by the Company’s independent auditors; and (ii) within 60 days following the end of the first three fiscal quarters in each of the Company’s fiscal years, quarterly reports containing unaudited balance sheets, statements of income, and statements of cash flows and the related notes thereto for the Company and the Subsidiaries on a consolidated basis, in each case for the quarterly period then ended and the corresponding quarterly period in the prior fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained year and prepared in Form 10-Q, or any successor or comparable form;accordance with IFRS (presented in the English language). (3b) promptly from time to time after In addition, for so long as the occurrence Notes remain outstanding and are “restricted securities” within the meaning of an event required to be therein reportedRule 144(a)(3) under the Securities Act, such other reports on Form 8-Kthe Company will, or during any successor or comparable form; and (4) any other information, documents and other reports period in which the Issuer would be required to file with the SEC if it were is neither subject to Section 13 or 15(d) of under the Exchange Act; in each case Act nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b) thereunder, make available to any Holder or any owner of a beneficial interest in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated Global Note, to file such reports with the SEC if the SEC does not permit such filinga prospective purchaser of a Note or beneficial interest therein who is a QIB, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information or to the Trustee and for delivery to such Holder or beneficial owner or prospective purchaser, as the Holders of the Notescase may be, in connection with any sale thereof, in each case within l5 days after at the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the IssuerHolder’s website and providing such reports written request to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their requestCompany, the information required to be delivered pursuant to specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act. For the avoidance of doubt, as long as the Company maintains such exemption, the Company will not be required to deliver information otherwise required to be delivered under Rule 144A(d)(4) of the Securities Act. (ec) If and so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the EuroMTF and the rules of the Luxembourg Stock Exchange so require, copies of such reports specified in paragraph (a) of this Section 3.9 furnished to the Trustee shall also be made available at the specified office of the Luxembourg Paying Agent. (d) Delivery of such reports reports, information and information documents to the Trustee pursuant to this Section 3.9 shall be for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture (as to which the Trustee is shall be entitled to conclusively rely exclusively on upon an Officer’s Officers’ Certificate).

Reports to Holders. Whether or not required by the rules and regulations of the Securities and Exchange Commission (athe “SEC”), so long as any Notes are outstanding, the Issuer will furnish to the Trustee and furnish, upon request, to the Holders: (1) Notwithstanding all quarterly and annual information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer, if any) and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; provided, however, that with respect to the fiscal year ended June 30, 2005, the Issuer will only be required to provide the financial information that would be required to be contained in Form 10-K (including Management’s Discussion and Analysis of Financial Conditions and Results of Operations), which information shall be provided to Holders on or prior to October 31, 2005; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided, however, that the Issuer will only be required to use its reasonable efforts to provide reports on Form 8K with respect to non-financial information during the fiscal year ending June 30, 2006, in each case within the time periods specified in the SEC’s rules and regulations. Notwithstanding this Section 4.19, the Issuer may not satisfy such requirements prior to the effectiveness of the registration statement contemplated by the Registration Rights Agreement by filing with the SEC such registration statement, to the extent that any such registration statement contains substantially the same information as would be required to be filed by the Issuer if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act, and by providing the Trustee and Holders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. Following the consummation of the Exchange Offer, whether or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to not required by the rules and regulations promulgated by of the SEC, the Issuer will file with the SEC (a copy of all such information and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC does will not permit accept such a filing). In addition, in which event the Issuer will make available such information to prospective purchasers of Noteshas agreed that, in addition to providing such information prior to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) consummation of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree thatOffer, for so long as any Notes are remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(A)(d)(4) under the Securities Act. (e) . Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report reports 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect Commission, so long as any Notes are outstanding this Indenture, the Issuer will furnish to the filing of a Form 10-K by a non-accelerated filer) after Trustee and Holders the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;following: (21) within 45 days after the end of each all quarterly and annual financial information of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information Issuer that would be required to be contained in Form a filing with the Commission on Forms 10-QQ and 10-K if the Issuer were required to file such Forms, or any successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Issuer and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by the Issuer’s certified independent accountants; and; (32) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the Commission on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which K if the Issuer would be were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports (during any period in which the Issuer is not required to file reports with the SEC Commission, such current reports need only be prepared or delivered if the SEC does not permit such filingIssuer determines in good faith that the information to be reported is material to the Holders of the Notes or the business, operations, assets, liabilities or financial position of the Issuer and its Subsidiaries, taken as a whole); in each case, within the time periods specified in the Commission’s rules and regulations (and, during any period in which event the Issuer is not required to file reports with the SEC, within the time periods specified in the Commission’s rules and regulations applicable to a “non-accelerated filer”). (b) The Issuer will make available all such information to prospective purchasers of Notes, in addition to providing such information available to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file case, by posting such information with the SEC if it were subject to Section 13 on its website, on Intralinks or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including comparable password-protected online data system which will require a “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 in the Offering Memorandum, to the extent filed within the times specified aboveconfidentiality acknowledgment. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree thatwill, for so long as any Notes are remain outstanding, it will furnish to the Holders of such 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 so long as the Notes are not freely transferable under the Securities Act. (d) The Issuer will be deemed to have furnished the reports referred to in clauses (1) and (2) of the first paragraph of this Section 4.13 if the Issuer has filed reports containing such information with the SEC. The terms of this Indenture shall not impose any duty on the Issuer under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related SEC rules that would not otherwise be applicable to it. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates delivered pursuant to this Indenture, including without limitation Officer’s Certificates delivered pursuant to Section 4.06(a)). 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 under this Indenture, or participate in any conference calls.

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, the Issuer Company will file with the SEC (within the time periods specified in the SEC’s rules and make available regulations that are then applicable to the Trustee and Holders Company (or if the Company is not then subject to the reporting requirements of the NotesU.S. Exchange Act, without cost then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any Holder, within 15 days after it files (extension as would be permitted by Rule 12b-25 under the U.S. Exchange Act or is otherwise required to file) them with any special order of the SEC) from and after the Issue Date,): (1) within 90 days (or any other time period then all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Company were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not have no responsibility whatsoever to determine if such filing has occurred. (b) The requirements set forth in Section 4.19(a) may be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing satisfied by delivering such information to the Trustee and the Holders posting copies of the Notes, in each case within l5 days such information on a website or on IntraLinks or any comparable online data system or website. (c) Not later than ten Business Days after the time furnishing of each such report discussed in Section 4.19(a)(1) or (2), the Company will hold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website on which the report is posted. (d) The reports set forth in Section 4.19(a)(1) and (2) shall include disclosure with respect to the non-Guarantor Subsidiaries similar to what was included in the Offering Memorandum. (e) The Issuer would be required will make the information described in Section 4.19(a) available electronically to file such information with prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not or the SEC if it were Company is not subject to Section 13 or 15(d) of the U.S. Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required otherwise permitted to be filed substantially in the form required by furnish the SEC on the Issuer’s website and providing such reports with certain information pursuant to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the U.S. Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will 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 U.S. Securities Act. (f) Notwithstanding the foregoing clauses (a) through (e) Delivery of this Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (g) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. (a) Notwithstanding that Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer may shall furnish to the Trustee and, upon request, to beneficial owners and prospective investors of the Notes, a copy of all of the information and reports referred to in Section 4.18(a)(1) within 15 days after the time periods specified in the SEC’s rules and regulations (assuming the Notes were registered under Section 13(a) or Section 15(d) of the Exchange Act and the Issuer does not meet the definition of Accelerated Filer or Large Accelerated Filer under the Exchange Act): (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports, including a ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and, with respect to the annual financial information only, a report on the annual financial statements by the Issuer’s certified independent accountants; (2) all current reports containing substantially all of the information with respect to the Issuer and its Subsidiaries that would be required to be filed in a current report on Form 8-K pursuant to Item 1.01 (with respect to material acquisitions, divestitures and debt financing transactions only) of Form 8-K if the Issuer had been a reporting company under the Exchange Act; provided, however, that if the Issuer becomes a reporting person and files such Form 10-Qs, Form 10-Ks and Form 8-Ks as required by Section 4.18(a)(1) and (2) electronically with the SEC within the required time periods, the Issuer shall not be required to furnish such reports as specified above; provided that, to the extent the Issuer has not completed the exchange offer contemplated by the Contingent Registration Rights Agreement and is not 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).:

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each Holders of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing outstanding Notes: (1) all quarterly and annual financial information that would be required to be contained in Items 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2, and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act. SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8- K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in Form 8-K or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and or any direct other applicable laws, rules or indirect parent of the Issuer regulations; provided, however, that (i) no such report will be required 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; and (ii) no such report will be required to be furnished if the Company determines in its good faith judgment that such event is not satisfied by the foregoingmaterial to Holders or the (b) The Issuer, the Issuer will agree thatCompany and the other Guarantors, for so long as any Notes are outstandingif any, it will furnish shall make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Act so long as such Notes (e) Delivery of such reports and information to other than Notes held by the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein Company or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).an

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 6, 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2 and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days (or the next succeeding Business Day if such 15th day is not a Business Day) after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, however, that, in the event that the Company is not subject to Section 13 the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, (i) the time periods for filing of the foregoing information and reports (collectively, the “Financial Reports”) specified in the relevant forms or rules and regulations of the SEC or any other applicable laws, rules or regulations as described in clauses (1) and (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial statements would be required by Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Company, as the case may be; provided that, notwithstanding that such Rule 3‑05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements unless the Company shall have obtained such audited financial statements in connection with such acquisition, and provided, further, that the Company shall in no event be required to provide any financial statements as of dates or for periods earlier or other than the dates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, (D) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC, (E) will not be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision, including Rule 13-01) or contain separate financial statements for the Company, any Guarantors or other Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required under (a) Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries, (b) Section 3-10 of Regulation S-X (or any successor provision, including Rule 13-01) or (c) Section 3-16 of Regulation S-X (or any successor provision, including Rule 13-02), respectively, promulgated by the SEC and (F) under clause (2) above shall not be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Company and its Subsidiaries, taken as a “Management’s discussion whole, and analysis in no event shall such reports be required to include as an exhibit copies of any agreements, financial condition and results of operations” section) statements or other items that would be required to be included in such reports, subject filed as exhibits to exceptions consistent with the presentation of a current report on Form 8-K (other than historical and pro forma financial information in the Offering Memorandum, statements to the extent filed within reasonably available and subject to the times limitations set forth above). For purposes of clarity, it is understood and agreed that (x) the Company may, in its sole discretion, include in any of the Financial Reports information in addition to that specified above. (c) In the event that: in clauses (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating and any information that explains in reasonable detail it would otherwise be entitled to omit pursuant to the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one handprovisions described above, and (y) no financial statements shall be required for the information relating to acquisition or disposition of any entity, business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the Issuer and its subsidiaries on a standalone basiscase may be, on the other handshall have occurred. (db) In additionThe Company and the Guarantors, if any, agree to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Company or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company) are not freely transferable under the Securities Act. (c) If the Company is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.09 (a) above may be those of such parent entity instead of the Company; provided that, if there are material differences (as determined in good faith by the Company) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and of the Company and its consolidated Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.09(a) will include a presentation (which may be unaudited), either on the face of the financial statements or in the notes thereto, of the financial condition and results of operations of the Company and its Subsidiaries (it being understood and agreed that such presentation may take the form of a condensed consolidating statement of operations and a condensed consolidating balance sheet (in each case without notes thereto) or a presentation similar to that required by Rule 3-10 of Regulation S-X (or any successor provision, including Rule 13-01) promulgated by the SEC (whether or not such rule is applicable) for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.09(a) or Section 4.09(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Company or by a third party, in each case within the applicable time period specified above, provided, however, that the Trustee shall have no responsibility whatsoever to determine if such posting has occurred. (e) Delivery If any Financial Report or other information required by this Section 4.09 (or any other document referred to in Section 4.09 (d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Company will be deemed to have satisfied its obligations under this Section 4.09 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. If delivered to the Trustee, such delivery of any such reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture hereunder, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Certificates.

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 6, 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2, and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, however, that, in the event that the Company is not subject to Section 13 the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, with such financial (i) the time periods for filing of the foregoing information and reports (including a collectively, the “Management’s discussion and analysis of financial condition and results of operations” sectionFinancial Reports”) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information specified in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the relevant forms or rules and regulations of the SEC permit the Issuer or any other applicable laws, rules or regulations as described in clauses (1) and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial information is accompanied statements would be required by consolidating information Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Company, as the case may be; provided that, notwithstanding that explains such Rule 3-05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements unless the Company shall have obtained such audited financial statements in reasonable detail connection with such acquisition, and provided, further, that the differences between the information relating Company shall in no event be required to such direct provide any financial statements as of dates or indirect parent and any of its subsidiaries for periods earlier or other than the Issuer and its subsidiaries, on the one handdates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, and (D) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC. For purposes of clarity, it is understood and agreed that (x) the Company may, in its sole discretion, include in any of the Financial Reports information relating in addition to that specified in clauses (1) and (2) above and any information that it would otherwise be entitled to omit pursuant to the Issuer provisions described above, and its subsidiaries on a standalone basis(y) no financial statements shall be required for the acquisition or disposition of any entity, on business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the other handcase may be, shall have occurred. (db) In addition, The Company agrees to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Company or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company) are not freely transferable under the Securities Act. (c) If the Company is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.09(a) above may be those of such parent entity instead of the Company; provided that, if there are material differences (as determined in good faith by the Company) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and of the Company and its consolidated Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.09(a) will include a presentation (which may be unaudited), either on the face of the financial statements or in the notes thereto, of the financial condition and results of operations of the Company and its Subsidiaries (it being understood and agreed that such presentation may take the form of a condensed consolidating statement of operations and a condensed consolidating balance sheet (in each case without notes thereto) or a presentation similar to that required by Rule 3-10 of Regulation S-X promulgated by the SEC (whether or not such rule is applicable) for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.09(a) or Section 4.09(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Company or by a third party, in each case within the applicable time period specified above. (e) Delivery If any Financial Report or other information required by this Section 4.09 (or any other document referred to in Section 4.09(d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Company will be deemed to have satisfied its obligations under this Section 4.09 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. If delivered to the Trustee, such delivery of any such reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)hereunder.

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, 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 the rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and make available to within the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with time periods specified in the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the ’s rules and regulations that are then applicable to the Issuer (or if the Issuer is not then subject to the reporting requirements of the Exchange Act with respect Act, then the time periods for filing applicable to the filing of a Form 10-K by a non-filer that is not an “accelerated filer” as defined in such rules and regulations) after (in either case, including any extension as would be permitted by Rule 12b-25 under the end Exchange Act or any special order of each fiscal year, the SEC): (i) all financial information that would be required to be contained in an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding 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; (2ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3iii) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not have no responsibility whatsoever to determine if such filing has occurred. (b) The requirements set forth in the preceding paragraph may be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing satisfied by delivering such information to the Trustee and the Holders posting copies of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 on a website or 15(d) of the Exchange Acton IntraLinks or any comparable online data system or website. (bc) Notwithstanding Not later than ten Business Days after the foregoingfurnishing of each such report discussed in ‎‎Section 4.19(a)(i) or ‎(ii), the Issuer will hold a conference call related to the report. Details regarding access to such requirements conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website on which the report is posted. (d) The reports set forth in ‎‎Section 4.19(a)(i) or ‎(ii) shall be deemed satisfied for any particular period or report by posting reports that would be required include disclosure with respect to be filed substantially (1) the Collateral and (2) with respect to the non-Guarantor Subsidiaries and Collateral similar to what was included in the form required by Offering Memorandum. (e) The Issuer will make the SEC on the Issuer’s website and providing such reports information described in ‎‎Section 4.19(a) available electronically to the Trustee within 15 days after the time prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not or the Issuer would be required to file such information with the SEC if it were is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with such financial certain information (including a “Management’s discussion and analysis of financial condition and results of operations” sectionpursuant to Rule 12g3-2(b) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstandingExchange Act, it will 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 U.S. Securities Act. (ef) Delivery Notwithstanding the foregoing clauses ‎‎(a) through ‎‎(e) of this ‎‎Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or the Issuer has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (g) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. (a) Notwithstanding that Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer may not shall furnish to the Holders of Notes, or file electronically with the SEC through the SEC's Electronic Data Gathering Analysis and Retrieval System (or any successor system), within the time periods that would be applicable to the Issuer if it were subject to the reporting requirements of Section 13 13(a) 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Act: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Form a filing with the SEC on Forms 10-Q, or any successor or comparable form; (3) promptly from time to time after Q and 10-K if the occurrence of an event Issuer were required to be therein reportedfile these Forms, such other reports including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on Form 8-K, or any successor or comparable formthe annual financial statements by the Issuer's certified independent accountants; and (42) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting current reports that would be required to be filed substantially in with the form SEC on Form 8-K if the Issuer were required to file these reports. In addition, whether or not required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days SEC, after the time consummation of the exchange offer contemplated by the Registration Rights Agreement, the Issuer would be required shall file a copy of all of the information and reports referred to file such information in clauses (1) and (2) above with the SEC for public availability within the time periods that would be applicable to the Issuer if it were subject to Section 13 13(a) or 15(d) of the Exchange Act, with such financial information Act (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of unless the SEC permit will not accept the Issuer filing) and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between make the information relating available to such direct or indirect parent securities analysts and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for prospective investors upon request. For so long as any Notes are remain outstanding, it will the Issuers and the Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding that the Issuer may The Company, whether or not be it 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 Act, shall: (i) file with the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,extent permitted: (1) within 90 days annual reports on Form 20-F (or any other time period then in effect under successor form) containing the rules and regulations of the Exchange Act with respect information that would be required to the filing of a Form 10-K by a non-accelerated filer) be contained therein within 120 days after the end of each fiscal year, annual reports on Form 10-Kincluding, or any successor or comparable formto the extent so required by applicable SEC rules and regulations, containing the information required a reconciliation to be contained therein, or required in such successor or comparable formU.S. GAAP; (2) reports on Form 6-K (or any successor form) that include quarterly financial statements and a discussion of the Company’s financial condition and results of operations in accordance with past practice within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year, ; and (3) such other reports on Form 106-Q containing all quarterly information that would be required to be contained in Form 10-Q, K (or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC reported thereon; and (ii) unless such information is publicly available on the IssuerSEC’s website and providing such reports to ▇▇▇▇▇ System, provide the Trustee for the benefit of the Holders with copies of the reports referred to in clause (1) within 15 days after the time the Issuer would be such reports are required to file such information be filed with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “Management’s discussion in the event that any such filing with the SEC is not permitted). (b) The Company and analysis of financial condition any Guarantors shall file with the Trustee and results of operations” section) that would the SEC, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to be included in such reports, subject to exceptions consistent with the presentation of financial information Trust Indenture Act at the times and in the Offering Memorandum, manner provided pursuant to the extent filed within the times specified abovesuch Act. (c) In At any time when the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer to report at such parent entity’s level on a consolidated basis and such parent entity Company is not engaged subject to or is not current in any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to 3.17(a), the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesCompany shall make available, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In additionupon request, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Holder an any prospective purchaser of 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. (ed) So long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, the Company shall make available the information specified in this Section 3.17 at the specified office of the Luxembourg Paying Agent for the Notes. Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be is then subject to the reporting requirements of Section 13 13(a) 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, the Issuer will file with the SEC (and make available furnish to the Trustee and Holders of the NotesHolders, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with so long as the SEC) from and after the Issue Date,Notes are outstanding: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 60 days after the end of each of the first three fiscal quarters of in each fiscal year, quarterly reports on Form 106-Q containing all quarterly information that would be required to be contained in Form 10-Q, K (or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such containing unaudited financial information statements (including a “Managementbalance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations” sectionoperations (or equivalent disclosure) that for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (2) within 120 days after the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year; and (3) at or prior to such times as would be required to be included in such reports, filed or furnished to the Commission if the Issuer was then a “foreign private issuer” subject to exceptions consistent with Section 13(a) or 15(d) of the presentation of financial Exchange Act, all such other reports and information in that the Offering MemorandumIssuer would have been required pursuant thereto; provided, however, that to the extent filed that the Issuer ceases to qualify as a “foreign private issuer” within the times specified above. (c) In the event that: (1) the rules and regulations meaning of the SEC permit the Issuer and any direct Exchange Act, whether or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is then subject to Section 13(a) or becomes a Guarantor 15(d) of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingExchange Act, the Issuer will agree thatfurnish to the Trustee and the Holders, for so long as any Notes are outstanding, within 30 days of the respective dates on which the Issuer would be required to file such documents with the Commission if it will furnish was required to Holders file such documents under the Exchange Act, all reports and to securities analysts and prospective investors, upon their request, the other information that would be required to be delivered filed with (or furnished to) the Commission pursuant to Rule 144A(d)(4Section 13(a) under or 15(d) of the Securities Exchange Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. Whether or not required by the Securities and Exchange Commission (the “SEC”), so long as any Notes are outstanding, the Company must furnish to the Trustee and the Holders: (1) quarterly and annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, including a “Management Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) notices of the occurrence of (a) any default under the Credit Agreement, (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or government authority against or affecting the Company or any of its Subsidiaries that, if concluded, could reasonably be expected to result in a material adverse effect on the Company’s business, assets, operations or financial condition, and (c) any other development that results in, or could be reasonably expected to result in, a material adverse effect on the Company’s business, assets, operations or financial condition. The quarterly and annual statements required by the preceding paragraph shall (1) be delivered within forty-five (45) days after the end of each fiscal quarter and ninety (90) days after the end of each fiscal year and (2) include a reasonably detailed presentation, in the footnotes thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The notices required by the preceding paragraph shall be delivered within five (5) Business Days of each occurrence. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of the registration statement contemplated by the Registration Rights Agreement by filing with the SEC such registration statement within the time period required for such filing as specified in the Registration Rights Agreement, to the extent that any such registration statement contains substantially the Issuer may not same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual Act, and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer will file with the SEC (and make available to providing the Trustee and Holders of the Notes, without cost to with such Registration Statement (and any Holder, within 15 days after it files (or is otherwise required to fileamendments thereto) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to promptly following the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) thereof. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, Company has agreed that for so long as any Notes are remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.” (e) Delivery Section 2. The Company and the Guarantors agree that the Trustee is permitted, and each of such reports them hereby authorizes the Trustee, to place a notation about this Second Supplemental Indenture on the Notes in accordance with the provisions of Section 9.05 of the Indenture. Section 3. The Trustee accepts this Second Supplemental Indenture and information agrees to execute the trust created by the Indenture as hereby supplemented, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby supplemented. Section 4. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Second Supplemental Indenture forms a part thereof. Except as otherwise expressly provided for in this Second Supplemental Indenture, all of the terms and conditions of the Indenture are hereby ratified and shall remain unchanged and continue in full force and effect. Section 5. The recitals contained in this Second Supplemental Indenture shall be taken as the statements made solely by the Company and the Guarantors, and the Trustee shall have no liability or responsibility for their correctness, and, without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for informational purposes only or with respect to any of (i) the validity or sufficiency of this Second Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and the Guarantors by corporate action or otherwise, (iii) the due execution hereof by the Company and the Guarantors or (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. Section 6. This Second Supplemental Indenture shall become effective upon the execution and delivery hereof by the Company, the Guarantors and the Trustee’s receipt . Section 7. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Section 8. This Second Supplemental Indenture may be signed in any number of them counterparts, each of which shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including be an original, with the Issuer’s compliance with any of its covenants under this Indenture same effect as to which if the Trustee is entitled to rely exclusively on an Officer’s Certificate)signatures thereto and hereto were upon the same instrument.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be or the Parent is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report reports 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect Commission, so long as any Notes are outstanding this Indenture, the Issuer or the Parent will furnish to the filing Trustee and Holders the following: (1) within the time period specified in the Commission’s rules and regulations for non-accelerated filers, annual reports of a the Parent on Form 20-F or 10-K by a non-accelerated filer(as then applicable to the Parent) after the end of each fiscal year, annual reports on Form 10-K, (or any successor or comparable form, ) containing the information required to be contained therein, therein (or required in such successor or comparable form); (2) within 45 days after the end of each time period specified in the Commission’s rules and regulations for non-accelerated filers, quarterly reports of the first three fiscal quarters of each fiscal year, reports Parent on Form 6-K or 10-Q containing all quarterly information that would be required (as then applicable to be contained in Form 10-Q, the Parent) (or any successor or comparable form;) containing the information required to be contained in such Form (or required in such successor or comparable form); and (3) promptly from time at or prior to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer times as would be required to file with be filed or furnished to the SEC Commission if it were the Parent was then a “foreign private issuer” subject to Section 13 13(a) or 15(d) of the Exchange Act; in each case in a manner , all such other reports and information of the Parent that complies in all material respects with the requirements specified in such formParent would have been required to file or furnish pursuant thereto; provided that that, in the case of clauses (1) and (2) above, to the extent such reports are being provided by the Parent, such reports shall include, or the Issuer shall otherwise deliver at the time of delivery of such reports, a qualitative disclosure of differences between the Parent’s consolidated financial statements and Holdings’ consolidated financial statements consistent with such disclosure set forth in the Offering Memorandum; provided, further, that to the extent that the Parent ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, whether or not be so obligated the Parent is then subject to file such reports with Section 13(a) or 15(d) of the SEC if the SEC does not permit such filingExchange Act, in which event the Issuer or the Parent will make available such information to prospective purchasers of Notes, in addition to providing such information furnish to the Trustee and the Holders Holders, so long as any Notes are outstanding, within 30 days of the Notes, in each case within l5 days after respective dates on which the time the Issuer Parent would be required to file such information documents with the SEC Commission if it were subject was required to file such documents under the Exchange Act, all reports and other information of the Parent that would be required to be filed with (or furnished to) the Commission pursuant to Section 13 13(a) or 15(d) of the Exchange Act. (b) Notwithstanding the foregoingIn addition, such requirements shall be deemed satisfied for any particular period whether or report by posting reports that would be required to be filed substantially in the form not required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit Commission, the Issuer or the Parent will make all such reports and any direct or indirect parent other information of the Issuer Parent that it would be required to report at file as a foreign private issuer with the Commission publicly available (including via a non-password protected website) within the time periods specified above (unless the Commission will not accept such parent entity’s level on a consolidated basis filing) and make such parent entity is not engaged in any business in any material respect other than incidental information available to its ownership, directly or indirectly, Holders of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) Notes upon request. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that(or the Parent) and the Guarantors shall, for so long as any Notes are remain outstanding, it will furnish to the Holders of such 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. (ec) Whether the Parent files such reports with the Commission or posts such reports on its website, the public posting of such reports shall satisfy any requirement hereunder to deliver such reports to the Trustee and Holders of the Notes; provided, that the Trustee shall have no obligation whatsoever to determine whether or not such reports and information have been so filed or posted. The Issuer or the Parent will at all times comply with the provisions of TIA §314(a). The terms of this Indenture shall not impose any duty on the Issuer of the Parent under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related Commission rules that would not otherwise be applicable to it. (d) Delivery of such reports and information to the Trustee shall be for informational purposes only only, and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s or the Parent’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates delivered pursuant to this Indenture, including without limitation Officer’s Certificates delivered pursuant to Section 4.06(a)).

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be Company is then subject to the reporting requirements of Section 13 13(a) 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, the Issuer will file with the SEC (and make available Company shall furnish to the Trustee and Holders of the NotesHolders, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with so long as the SEC) from and after the Issue Date,Notes are outstanding: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 75 days after the end of each of the first three fiscal quarters of in each fiscal year, quarterly reports on Form 106-Q containing all quarterly information that would be required to be contained in Form 10-Q, K (or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such containing unaudited financial information statements (including a “Managementbalance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operationsoperations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable (2) within 120 days after the end of each fiscal year, an annual report on Form 20-F (or any successor form) containing the information required to be contained therein for such fiscal year; and (3) at or prior to such times as would be required to be filed or furnished to the SEC if the Company was then a “foreign private issuer” sectionsubject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information that the Company would have been required pursuant thereto; provided, however, that to the extent that the Company ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee and the Holders, so long as any Notes are outstanding, within 60 days of the respective dates on which the Company would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be included in filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and, provided, further, that such reports, subject reports will not be required to exceptions consistent with contain any officer’s certificates or the presentation of separate financial information for Guarantors that would be required under Rule 3-10 of Regulation S-X promulgated by the SEC, provided, however, that in lieu thereof the Company will provide the summary information concerning revenues, EBITDA, assets and liabilities in a manner consistent in all material respects with that set forth under “Summary—The Offering” in the Offering Memorandum, to Memorandum for the extent filed within the times specified aboveperiod(s) covered by each such report. (cb) In the event that: (1) addition, whether or not required by the rules and regulations of the SEC permit SEC, the Issuer and any direct Company shall electronically file or indirect parent of the Issuer 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 respect other than incidental to its ownershipfurnish, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in as the case may be, a copy of clause all such information and reports referred to in clauses (21) above through (3) of Section 4.17(a) with the SEC for public availability within the time periods specified therein (unless the SEC shall not accept such financial a filing) and make such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating available to such direct or indirect parent securities analysts and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) prospective investors upon request. In addition, to the extent not satisfied by the foregoing, the Issuer will agree Company agrees that, for so long as any Notes are remain outstanding, it will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Delivery Notwithstanding the foregoing provisions of this Section 4.17, the Company shall be deemed to have furnished in compliance with this Section 4.17 such reports and information referred to in Section 4.17(a) to the Trustee and the Holders if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. (d) Furthermore, notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(3) until 120 days after the date any report hereunder is due, and any failure to comply with this Section 4.17 shall automatically be cured when the Company provides all required reports to the Holders. The Trustee shall have no responsibility for the filing, timeliness or content of reports. Delivery of the reports, information and documents in accordance with this Section 4.17 shall satisfy the Company’s obligation to make such delivery, but, in the case of the Trustee, such delivery shall be for informational purposes only only, and the Trustee’s receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture (as to which the Trustee trustee is entitled to conclusively rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer Company 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 the rules and regulations promulgated by the SEC, the Issuer Company will file with the SEC (within the time periods specified in the SEC’s rules and make available regulations that are then applicable to the Trustee and Holders Company (or if the Company is not then subject to the reporting requirements of the NotesExchange Act, without cost then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any Holder, within 15 days after it files (extension as would be permitted by Rule 12b-25 under the Exchange Act or is otherwise required to file) them with any special order of the SEC) from and after the Issue Date,): (1) within 90 days (or any other time period then all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Company were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not have no responsibility whatsoever to determine if such filing has occurred. (b) The requirements set forth in the preceding paragraph may be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing satisfied by delivering such information to the Trustee and the Holders posting copies of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 on a website or 15(d) of the Exchange Acton IntraLinks or any comparable online data system or website. (bc) Notwithstanding Not later than ten Business Days after the foregoingfurnishing of each such report discussed in Section 4.19(a)(1) or (2), the Company will hold a conference call related to the report. Details regarding access to such requirements shall conference call will be deemed satisfied for any particular period or report by posting reports that would be required posted at least 24 hours prior to be filed substantially in the form required by the SEC commencement of such call on the Issuer’s website, IntraLinks or other online data system or website on which the report is posted. (d) The reports set forth in Section 4.19(a)(1) or (2) shall include disclosure with respect to (1) the Collateral and providing such reports (2) with respect to the Trustee within 15 days after non-Guarantor Subsidiaries and Collateral similar to what was included in this Offering Memorandum. (e) The Issuer will make the time information described in Section 4.19(a) available electronically to prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not or the Issuer would be required to file such information with the SEC if it were Company is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with such financial certain information (including a “Management’s discussion and analysis of financial condition and results of operations” sectionpursuant to Rule 12g3-2(b) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstandingExchange Act, it will 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 U.S. Securities Act. (f) Notwithstanding the foregoing clauses (a) through (e) Delivery of this Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (g) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer Company may not be subject to the reporting requirements of Section 13 or 15(d) of the U.S. Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations promulgated by the SEC, the Issuer Company will file with the SEC (within the time periods specified in the SEC’s rules and make available regulations that are then applicable to the Trustee and Holders Company (or if the Company is not then subject to the reporting requirements of the NotesU.S. Exchange Act, without cost then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations) (in either case, including any Holder, within 15 days after it files (extension as would be permitted by Rule 12b-25 under the U.S. Exchange Act or is otherwise required to file) them with any special order of the SEC) from and after the Issue Date,): (1) within 90 days (or any other time period then all financial information that would be required to be contained in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Company were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not have no responsibility whatsoever to determine if such filing has occurred. (b) The requirements set forth in the preceding paragraph may be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing satisfied by delivering such information to the Trustee and the Holders posting copies of the Notes, in each case within l5 days such information on a website or on IntraLinks or any comparable online data system or website. (c) Not later than ten Business Days after the time furnishing of each such report discussed in Section 4.19(a)(1) or (2), the Company will hold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website on which the report is posted. (d) The reports set forth in Section 4.19(a)(1) and (2) shall include disclosure with respect to the non-Guarantor Subsidiaries similar to what was included in the Offering Memorandum. (e) The Issuer would be required will make the information described in Section 4.19(a) available electronically to file such information with prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not or the SEC if it were Company is not subject to Section 13 or 15(d) of the U.S. Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required otherwise permitted to be filed substantially in the form required by furnish the SEC on the Issuer’s website and providing such reports with certain information pursuant to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the U.S. Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will 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 U.S. Securities Act. (f) Notwithstanding the foregoing clauses (a) through (e) Delivery of this Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer or the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (g) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be or the Parent is subject to the reporting requirements re- quirements of Section 13 or 15(d) of the Exchange Act or otherwise report reports 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect Commission, so long as any Notes are outstanding this Indenture, the Issuer or the Parent will furnish to the filing Trustee and Holders the following: (1) within the time period specified in the Commission’s rules and regula- tions for non-accelerated filers, annual reports of a the Parent on Form 20-F or 10-K by a non-accelerated filer(as then applicable to the Parent) after the end of each fiscal year, annual reports on Form 10-K, (or any successor or comparable form) containing the in- formation required to be contained therein (or required in such successor or compara- ble form); (2) within the time period specified in the Commission’s rules and regula- tions for non-accelerated filers, quarterly reports of the Parent on Form 6-K or 10-Q (as then applicable to the Parent) (or any successor or comparable form) containing the information required to be contained therein, in such Form (or required in such successor or comparable form; ); and (23) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that at or prior to such times as would be required to be contained in Form 10-Q, filed or any successor or comparable form; (3) promptly from time furnished to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which Commission if the Issuer would be required to file with the SEC if it were Parent was then a “foreign private issuer” subject to Section 13 13(a) or 15(d) of the Exchange Act; in each case in a manner , all such other reports and information of the Par- ent that complies in all material respects with the requirements specified in such formParent would have been required to file or furnish pursuant thereto; provided that that, in the case of clauses (1) and (2) above, to the extent such reports are being provided by the Parent, such reports shall include, or the Issuer shall otherwise deliver at the time of delivery of such reports, a qualitative disclosure of differences between the Parent’s consolidated financial statements and Holdings’ consolidated financial statements consistent with such disclosure set forth in the Offering Memorandum; provided, further, that to the ex- tent that the Parent ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, whether or not be so obligated the Parent is then subject to file such reports with Section 13(a) or 15(d) of the SEC if the SEC does not permit such filingEx- change Act, in which event the Issuer or the Parent will make available such information to prospective purchasers of Notes, in addition to providing such information furnish to the Trustee and the Holders Holders, so long as any Notes are outstanding, within 30 days of the Notes, in each case within l5 days after respective dates on which the time the Issuer Parent would be required to file such information documents with the SEC Commission if it were subject was required to file such documents under the Exchange Act, all reports and other information of the Parent that would be required to be filed with (or furnished to) the Commission pursuant to Section 13 13(a) or 15(d) of the Exchange Act. (b) Notwithstanding the foregoingIn addition, such requirements shall be deemed satisfied for any particular period whether or report by posting reports that would be required to be filed substantially in the form not required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoingCommission, the Issuer or the Parent will agree 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. (e) Delivery of make all such reports and other information of the Parent that it would be required to file as a foreign private issuer or otherwise as set forth in Section 4.13(a) with the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein Commission publicly available (including the Issuer’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).via a non-password pro-

Reports to Holders. (a) Notwithstanding So long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer shall, during any such period that the Issuer may is 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 will file in compliance with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with or becomes exempt from such financial information (including a “Management’s discussion reporting requirements pursuant to, and analysis of financial condition and results of operations” sectionin compliance with, Rule 12g3-2(b) that would be required to be included in such reportsunder the Exchange Act, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, furnish to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations Holders of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree 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. (eb) The Issuer shall furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes upon their written request): (i) within 120 days after the end of each of the Issuer’s fiscal years (or, if later, the date on which the Issuer is required to deliver to the CNV or to the Central Bank financial statements for the relevant fiscal period), a copy of the Issuer’s audited consolidated balance sheet as of the end of such fiscal year and its consolidated statements of income and statements of shareholders’ equity and statements of cash flows for such fiscal year, prepared in accordance with Central Bank Rules applied consistently throughout the periods reflected therein (except as otherwise expressly noted therein) and delivered in both the English and Spanish languages; (ii) within 60 days after the end of the first three fiscal quarters of each of the Issuer’s fiscal years (or, if later, the date on which the Issuer is required to deliver to the CNV or to the Central Bank financial statements for the relevant fiscal period), a copy of its unaudited consolidated balance sheet as of the end of each such quarter and its unaudited consolidated statements of income and statements of shareholders’ equity and statements of cash flows for such quarter, prepared in accordance with Central Bank Rules applied consistently throughout the periods reflected therein (except as otherwise expressly noted therein) and delivered in both the English and Spanish languages; and (iii) within 180 days after the end of each of the Issuer’s fiscal years, a “management’s discussion and analysis” in respect of the financial statements of the Issuer contemplated in clause (i) above, substantially in the form and substance to the effect generally required of foreign private issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided, however, that the Issuer shall not be required to provide such analysis so long as its parent company, Grupo Financiero ▇▇▇▇▇▇▇ ▇.▇., continues to file annual reports with the SEC pursuant to Form 20-F or its equivalent. Each report deliverable pursuant to clause (b)(i) or (b)(ii) above will be accompanied by an Officers’ Certificate to the effect that (A) the financial statements contained in such report fairly present, in all material respects, the consolidated financial condition of the Issuer and its Subsidiaries as of the date of such financial statements and the results of their operations for the period covered thereby; and (B) such financial statements have been prepared in accordance with Argentine Banking GAAP and/or IFRS, as applicable. The Trustee shall not be obligated or required to monitor the Issuer’s compliance with its obligations under this Section 3.10. (c) Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s compliance with any of its covenants under this Indenture hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Reports to Holders. (a) Notwithstanding that the Issuer may Whether or 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 required by the SEC, the Issuer will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect SEC and so long as any Notes are outstanding, the Company will mail or otherwise transmit to the filing Holders of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;outstanding Notes: (21) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly and annual financial information that would be required to be contained in Items 6, 7, 7A and 8 of Part II of a filing with the SEC on Form 10-K and Items 1, 2, and 3 of Part I of a filing with the SEC on Form 10-Q, or any successor or comparable form; (3) promptly from time to time after as applicable, if the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be Company were required to file with such forms pursuant to the Exchange Act and the applicable rules and regulations of the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects thereunder and, with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information respect to the Trustee and annual information only, a report on the Holders of Company’s annual financial statements by the NotesCompany’s independent public accounting firm, in each case within l5 15 days after the last day of the applicable time the Issuer would be required to file such information period for filing with the SEC if it were subject to Section 13 (plus any applicable extensions of such time period) specified in the relevant form or 15(d) in the rules and regulations of the Exchange Act.SEC or any other applicable laws, rules or regulations; and (b2) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting all current reports that would be required to be filed substantially in the form required by with the SEC on Form 8-K if the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be Company were required to file such information reports pursuant to the Exchange Act and the applicable rules and regulations of the SEC thereunder, in each case within three Business Days after the last day of the applicable time period for filing with the SEC if it were (plus any applicable extensions of such time period) specified in Form 8-K or in the rules and regulations of the SEC or any other applicable laws, rules or regulations; provided, however, that no such report will be required to be furnished to the extent such report would be required by Items 1.04, 3.01, 3.02, 3.03, 5.02(e), 5.03, 5.04, 5.05, 5.06, 5.07 or 5.08 of Form 8-K; provided, however, that, in the event that the Company is not subject to Section 13 the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act, with such financial (i) the time periods for filing of the foregoing information and reports (including a collectively, the “Management’s discussion and analysis of financial condition and results of operations” sectionFinancial Reports”) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information specified in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the relevant forms or rules and regulations of the SEC permit the Issuer or any other applicable laws, rules or regulations as described in clauses (1) and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above shall be those applicable to a non-accelerated filer or shall otherwise be the longest available time period under such forms, rules and regulations of the SEC or other applicable laws, rules or regulations, as the case may be, (plus any applicable extensions of such time period) and (ii) the Financial Reports (A) will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K or Regulation G (with respect to any non-GAAP financial measures contained therein) promulgated by the SEC, (B) will not be required to include information required by Item 601 of Regulation S-K promulgated by the SEC, (C) will not be required to include financial statements for any acquired entity, businesses or assets (whether acquired by merger, consolidation, acquisition of assets or Capital Stock or otherwise) unless such acquisition has occurred and such financial information is accompanied statements would be required by consolidating information Rule 3-05 of Regulation S-X promulgated by the SEC to be included in an annual report on Form 10-K, quarterly report on Form 10-Q or current report on Form 8-K of the Company, as the case may be; provided that, notwithstanding that explains such Rule 3- 05 or any other law, rule or regulation would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements unless the Company shall have obtained such audited financial statements in reasonable detail connection with such acquisition, and provided, further, that the differences between the information relating Company shall in no event be required to such direct provide any financial statements as of dates or indirect parent and any of its subsidiaries for periods earlier or other than the Issuer and its subsidiaries, on the one handdates or periods that would otherwise be required by such Rule 3-05 for any such acquisition, and (D) will not be required to include the schedules identified in Rule 5-04 of Regulation S-X promulgated by the SEC. For purposes of clarity, it is understood and agreed that (x) the Company may, in its sole discretion, include in any of the Financial Reports information relating in addition to that specified in clauses (1) and (2) above and any information that it would otherwise be entitled to omit pursuant to the Issuer provisions described above, and its subsidiaries on a standalone basis(y) no financial statements shall be required for the acquisition or disposition of any entity, on business or assets (whether acquired or disposed of by merger, consolidation, acquisition or disposition of assets or Capital Stock or otherwise) unless such acquisition or disposition, as the other handcase may be, shall have occurred. (db) In additionThe Company and the Guarantors, if any, agree to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish make available to Holders of any outstanding Notes and to securities analysts and prospective investorspurchasers designated by such Holders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such Notes (other than Notes held by the Company or an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company) are not freely transferable under the Securities Act. (c) If the Company is a Subsidiary of any direct or indirect parent entity, the Financial Reports required pursuant to Section 4.09(a) above may be those of such parent entity instead of the Company; provided that, if there are material differences (as determined in good faith by the Company) between the consolidated results of operations and financial condition of such parent entity and its consolidated Subsidiaries, on the one hand, and of the Company and its consolidated Subsidiaries, on the other hand, the quarterly and annual Financial Reports required by Section 4.09(a) will include a presentation (which may be unaudited), either on the face of the financial statements or in the notes thereto, of the financial condition and results of operations of the Company and its Subsidiaries (it being understood and agreed that such presentation may take the form of a condensed consolidating statement of operations and a condensed consolidating balance sheet (in each case without notes thereto) or a presentation similar to that required by Rule 3-10 of Regulation S-X promulgated by the SEC (whether or not such rule is applicable) for the applicable periods). (d) Anything in this Indenture to the contrary notwithstanding, the Company shall be deemed to have satisfied its obligation to mail, transmit or otherwise furnish any Financial Report or other information pursuant to Section 4.09(a) or Section 4.09(c) above by (a) filing or furnishing such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information, as applicable) with the SEC for public availability or (b) posting such Financial Report or other information (or another document containing the information that would otherwise have been included in such Financial Report or containing such other information) on a website (which may be a password protected website) hosted by the Company or by a third party, in each case within the applicable time period specified above. (e) Delivery If any Financial Report or other information required by this Section 4.09 (or any other document referred to in Section 4.09(d) above) is not filed, mailed, posted, transmitted or otherwise furnished within the applicable time period specified above and such Financial Report or other information (or other document) is subsequently mailed, filed, posted, transmitted or otherwise furnished, the Company will be deemed to have satisfied its obligations under this Section 4.09 with respect to such Financial Report or other information (or other document), as the case may be, and any Default or Event of Default with respect thereto or resulting therefrom shall be deemed to have been cured and any acceleration of the Notes resulting therefrom shall be deemed to have been rescinded so long as such reports rescission would not conflict with any applicable judgment or decree of a court of competent jurisdiction. If delivered to the Trustee, such delivery of any such reports, information and information documents to the Trustee shall be is for informational purposes only and the Trustee’s receipt of them the same shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the IssuerCompany’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)hereunder.

Reports to Holders. (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, this Indenture requires the Issuer will file with the SEC (and make available to furnish to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,time periods specified below: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports its audited consolidated and/or combined balance sheet and related statements of operations, stockholders’ or parent’s equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on Form 10-Kby independent public accountants of recognized national standing, or any successor or comparable form, containing the information required to be contained therein, or required all in such successor or comparable formreasonable detail and prepared in accordance with GAAP; and; (2) within 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence its consolidated balance sheet and related statement of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) operations as of the Exchange Act; end of and for such fiscal quarter and the then elapsed portion of the fiscal year and the statements of stockholders’ equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in a manner comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP; (b) To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that complies such cure shall not otherwise affect the rights of the Holders pursuant to Section 6.01 if Holders of at least 30% in principal amount of the outstanding Notes have declared the principal, premium, if any, interest and any other monetary obligations on all material respects the outstanding notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (c) Substantially concurrently with the requirements specified furnishing or making such information available to the Trustee pursuant to Section 4.02(a), the Issuer shall also use its commercially reasonable efforts to post copies of such information on a website (which may be nonpublic and may be maintained by the Issuer, its Subsidiaries or a third party) to which access will be given to Holders, bona fide prospective investors in the notes (which prospective investors may 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 formto the reasonable satisfaction of the Issuer), and securities analysts (to the extent providing analysis of an investment in the notes) and market making financial institutions that are reasonably satisfactory to the Issuer who agree to treat such information and reports as confidential; provided that the Issuer shall not or its Subsidiaries, as applicable, may deny access to any competitively-sensitive information and reports otherwise to be so obligated provided pursuant to file this covenant to any person 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 and reports to such Person would be competitively harmful to the Issuer and its Subsidiaries. The Issuer may condition the delivery of any such reports with on the SEC if the SEC does not permit agreement of such filing, in which event the Issuer will make available Persons to (i) treat all such information to prospective purchasers of Notes, in addition to providing such information to the Trustee reports (and the Holders of information contained therein) and information as confidential, (ii) not use such reports (and the Notes, information contained therein) and information for any purpose other than their investment or potential investment in each case within l5 days after the time notes and (iii) not publicly disclose any such reports (and the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(dcontained therein) of the Exchange Actand information. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (cd) In the event that: (1) the rules and regulations of the SEC permit the Issuer and or any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuerbasis, or (2) any direct or indirect parent of the Issuer is or becomes a Subsidiary Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under in this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail a schedule eliminating (a) such parent of the differences between the information relating to such direct or indirect parent Issuer and any of its such parent’s subsidiaries other than the Issuer and its subsidiaries, on the one hand, Subsidiaries and the information relating (B) Unrestricted Subsidiaries and reconciling to the Issuer and its subsidiaries on a standalone basis, on financial statements in reasonable detail as determined by the other handIssuer. The consolidating information referred to in the proviso in the preceding sentence need not be audited. (de) Notwithstanding the foregoing, the Issuer will be deemed to have furnished the reports referred to in this Section 4.02 if the Issuer or any parent entity has filed such reports or other reports or filings which contain the information contemplated herein with the SEC via the E▇▇▇▇ filing system (or any successor thereto) and such reports are publicly available. (f) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish or cause to be furnished 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. (eg) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein (including the Issuer’s compliance with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee will not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Subsidiary Guarantor’s or any other Person’s compliance with any of the covenants described herein or to determine whether such reports, information or documents have been posted on any website or other online data system or filed with the SEC via the E▇▇▇▇ filing system (or any successor thereto), to examine such reports, information, documents to ensure compliance with the provisions of this Indenture, to ascertain the correctness or otherwise of the information or the statements contained therein.

Reports to Holders. (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, the Issuer will file with the SEC (and make available Company shall furnish to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,Holders: (1) within 90 105 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of the Company containing substantially all of the information that would have been required to be contained in an Annual Report on Form 10-KK under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), or any successor or comparable form, containing including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) audited financial statements prepared in accordance with GAAP and (C) a presentation of Consolidated EBITDA of the information required to be contained therein, or required Company and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such successor or comparable formfinancial statements; (2) within 45 60 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 information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if the Company had been a reporting company under the Exchange Act (but only to the extent similar information is provided in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 116 (or any successor provision) and (C) a presentation of Consolidated EBITDA of the Company and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements; and (3) within 5 Business Days after the occurrence 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 Company had been a reporting company under the Exchange Act, current reports containing substantially all quarterly of the information that would be have been required to be contained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports a Current Report on Form 8-KK under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, so long as the Company is controlled by the Parent, and the Parent is a publicly-traded holding company that also has no material operations of its own and only owns indirect interests in the Company through its Wholly Owned Subsidiaries and other immaterial assets, the Company shall be deemed to have furnished to the Trustee and the Holders the information described under paragraphs (1), (2) and (3) above to the extent that the Parent (i) has complied with its reporting obligations under the Exchange Act (which may be satisfied pursuant to the Multijurisdictional Disclosure System, so long as the Parent qualifies therefor), (ii) with respect to paragraphs (1) and (2) above, furnished financial statements prepared in accordance with GAAP, and (iii) with respect to clauses (1)(C) and (2)(C) above, has included a presentation of Consolidated EBITDA of the Company and its Subsidiaries derived from the Parent’s Adjusted EBITDA as set forth in the Parent’s periodic report for such period. At any successor time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual reports required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable formsection, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (b) So long as any Notes are outstanding, the Company shall also: (i) hold a quarterly conference call (the access details for which shall be posted on the Company’s or the Parent’s website) with Holders, qualified prospective investors and securities analysts to discuss the information contained in the annual and quarterly reports required under Section 4.02(a)(1) and (2) (the “Financial Reports”), not later than ten Business Days following the time the Company furnishes such Financial Reports to the Trustee, such call to be the same quarterly investors’ call held by the Parent, so long as the Company is controlled by the Parent, and the Parent is a publicly-traded holding company that also has no material operations of its own and only owns indirect interests in the Company through its Wholly Owned Subsidiaries and other immaterial assets; and (4ii) unless the Notes are “freely tradable” by Holders pursuant to the exemption set forth in Rule 144 under the Securities Act, during any other information, documents and other reports period in which the Issuer would be required to file with the SEC if it were Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC Act or does not permit such filing, in which event file or furnish the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. periodic reports (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required to be filed substantially in the form required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating the Company not Parent) contemplated by such provisions pursuant to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case terms of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiariesthis Indenture, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investorsqualified purchasers of the Notes designated by such Holders, upon their requestthe request of such Holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Delivery of such reports and information to the Trustee shall be for informational purposes only and the Trustee’s receipt of them 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 under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Reports to Holders. (a) Notwithstanding So long as any Notes are outstanding, notwithstanding that the Issuer Company 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 the rules and regulations promulgated by the SEC, the Issuer Company will file with the SEC (and make available to within the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with time periods specified in the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the ’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act with respect Act, then the time periods for filing applicable to the filing of a Form 10-K by a non-filer that is not an “accelerated filer” as defined in such rules and regulations) after (in either case, including any extension as would be permitted by Rule 12b-25 under the end Exchange Act or any special order of each fiscal year, the SEC): (i) all financial information that would be required to be contained in an annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the annual financial statements by the Company’s independent registered public accounting firm; (2ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3iii) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would be Company were required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; such reports, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Issuer Trustee shall not be so obligated have no responsibility whatsoever to file determine if such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Actfiling has occurred. (b) [reserved]; (c) Not later than ten Business Days after the furnishing of each such report discussed in Section 4.19(a)(i) or (ii), the Company will hold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website on which the report is posted. Notwithstanding the foregoing, such requirements shall the Company will be deemed to have satisfied for any particular period the requirements of this paragraph if the Company has held quarterly earnings calls (which may precede the furnishing of the applicable annual or report by posting reports that would be required quarterly report) and posted details regarding access to be filed substantially such earnings calls in the form required by manner substantially consistent with past practice. (d) The reports set forth in Section 4.19(a)(i) or (ii) shall include disclosure with respect to (i) the SEC on the Issuer’s website Collateral and providing such reports (ii) with respect to the Trustee within 15 days after non-Guarantor Subsidiaries and Collateral similar to what was included in this Offering Memorandum. (e) The Issuer will make the time information described in Section 4.19(a) available electronically to prospective investors upon request. For so long as any Notes remain outstanding during any period when it is not or the Issuer would be required to file such information with the SEC if it were Company is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with such financial certain information (including a “Management’s discussion and analysis of financial condition and results of operations” sectionpursuant to Rule 12g3-2(b) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstandingExchange Act, it will 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 U.S. Securities Act. (f) Notwithstanding the foregoing clauses (a) through (e) Delivery of this Section 4.19, the Issuer will be deemed to have delivered such reports and information referred to above to the holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer has filed such reports with the SEC via the E▇▇▇▇ filing system (or any successor system) and such reports are publicly available. (g) Delivery of reports, information and documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, any Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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. For the avoidance of doubt, neither the Trustee nor the Security Agent shall have any duty to monitor, determine or inquire as to compliance or performance by the Issuer of its obligations under this Section 4.19 and the Trustee and the Security Agent shall not be responsible or liable for the Issuer’s non-performance or non-compliance with such obligations. (h) To the extent that any reports or other information is not furnished within the time periods specified above and such reports or other information is subsequently furnished, the Company will be deemed to have satisfied its obligations with respect thereto and any Default or Event of Default with respect thereto shall be deemed to have been cured.

Reports to Holders. (a) Notwithstanding that Whether or not the Issuer may not be Company is then subject to the reporting requirements of Section 13 13(a) 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, the Issuer will file with the SEC (and make available Company shall furnish to the Trustee and Holders of the NotesHolders, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with so long as the SEC) from and after the Issue Date,Notes are outstanding: (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within 45 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on Form 6-K (or any successor form) containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (2) within 150 days after the end of each fiscal year, reports an annual report on Form 1020-Q F (or any successor form) containing the information required to be contained therein for such fiscal year; and (3) at or prior to such times as would be required to be filed or furnished to the SEC if the Company was then a “foreign private issuer” subject to Section 13(a) or 15(d) of the Exchange Act, all quarterly such other reports and information that the Company would have been required pursuant thereto; provided, however, that to the extent that the Company ceases to qualify as a “foreign private issuer” within the meaning of the Exchange Act, whether or not the Company is then subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall furnish to the Trustee and the Holders, so long as any Notes are outstanding, within 30 days of the respective dates on which the Company would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be contained in Form 10-Q, filed with (or any successor or comparable form; (3furnished to) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject pursuant to Section 13 or 15(d13(a) of the Exchange Act; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. (b) Notwithstanding the foregoingIn addition, such requirements shall be deemed satisfied for any particular period whether or report by posting reports that would be required to be filed substantially in the form not required by the SEC on the Issuer’s website and providing such reports to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit SEC, the Issuer and any direct Company shall electronically file or indirect parent of the Issuer 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 respect other than incidental to its ownershipfurnish, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in as the case may be, a copy of clause all such information and reports referred to in clauses (21) above through (3) of Section 4.17(a) that it would be required to file as a foreign private issuer with the SEC for public availability within the time periods specified therein (unless the SEC shall not accept such financial a filing) and make such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating available to such direct or indirect parent securities analysts and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) prospective investors upon request. In addition, to the extent not satisfied by the foregoing, the Issuer will agree Company agrees that, for so long as any Notes are remain outstanding, it will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Delivery Notwithstanding the foregoing provisions of this Section 4.17, the Company shall be deemed to have furnished such reports and information referred to in Section 4.17(a) hereof to the Trustee shall be for informational purposes only and the Trustee’s receipt of them shall not constitute constructive notice of any information contained therein or determinable from information contained therein (including Holders if the Issuer’s compliance Company has filed such reports with any of its covenants under this Indenture as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)SEC via the ▇▇▇▇▇ filing system and such reports are publicly available.

Reports to Holders. (a) Notwithstanding that Whether or not required by the U.S. Exchange Act and the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer may shall furnish to the Holders of the Notes (with a copy to the Trustee) within the time periods specified in the SEC’s rules and regulations that are then applicable to the Issuer (or, if the Issuer is not be then subject to the reporting requirements of Section 13 or 15(dthe U.S. Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and regulations): (i) of the Exchange Act or otherwise report on all financial information that would be required to be contained in 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 will file with the SEC (and make available to the Trustee and Holders of the Notes, without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date, (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports report on Form 10-K, or any successor or comparable form, containing filed with the information required to be contained thereinSEC, or required in such successor or comparable formincluding 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; (2ii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports 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, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3iii) promptly from time to time after the occurrence of an event all current reports that would be required to be therein reported, such other reports filed with the SEC on Form 8-K under Items 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K), or any successor or comparable form; and (4) any other information, documents and other reports which if the Issuer would were required to file such reports to file such reports; provided, however, that (A) no such current report will be required to file 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 of its Subsidiaries) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries), (B) the Issuer shall not be required to make available any information regarding the occurrence of any of the events set forth in this clause (iii) if the Issuer determines in its good faith judgment that 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, (C) no such current report will be required to comply with Regulation G under the SEC if it were subject to Section 13 U.S. Exchange Act or 15(dItem 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Exchange Act; offering memorandum), (D) no current report will be required to comply with Rule 3-10 or 3-16 or Article 11 of Regulation S-X and (E) no such current report will be required to provide any information that is not otherwise similar to information currently included in the offering memorandum, in each case in a manner that complies in all material respects with the requirements specified in such form; provided form provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. (b) Notwithstanding Section 4.19(a), the Issuer shall not will be so obligated deemed to file have delivered such reports and information referred to above to the Holders, prospective investors, market makers, securities analysts and the Trustee for all purposes of this Indenture if the Issuer has filed such reports with the SEC if via the SEC does not permit ▇▇▇▇▇ filing system (or any successor system) and such filingreports are publicly available. (c) Not later than ten Business Days after the furnishing of each such report discussed in Section 4.19(a)(i) and (ii), in which event the Issuer will hold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system or website on which the report is posted. Notwithstanding the foregoing, the Issuer will be deemed to have satisfied the requirements of this Section 4.19(c) if the Issuer has held quarterly earnings calls (which may precede the furnishing of the applicable annual or quarterly report) and posted details regarding access to such earnings calls in the manner substantially consistent with past practice. (d) The reports set forth in Section 4.19(a)(i) and (ii) shall include disclosure with respect to the Non-Guarantor Subsidiary similar to what was included in this Offering Memorandum if such Non-Guarantor Subsidiaries, taken together as one Subsidiary, would constitute a Significant Subsidiary. (e) The Issuer will make the information described in Section 4.19(a) available such information electronically to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within l5 days after the time investors upon request. For so long as any Notes remain outstanding during any period when the Issuer would be required to file such information with the SEC if it were is not subject to Section 13 or 15(d) of the U.S. Exchange Act. (b) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports that would be required otherwise permitted to be filed substantially in the form required by furnish the SEC on the Issuer’s website and providing such reports with certain information pursuant to the Trustee within 15 days after the time the Issuer would be required to file such information with the SEC if it were subject to Section 13 or 15(dRule 12g3-2(b) of the U.S. Exchange Act, with such financial information (including a “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 in the Offering Memorandum, to the extent filed within the times specified above. (c) In the event that: (1) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Issuer, or (2) any direct or indirect parent of the Issuer is or becomes a Guarantor of the Notes, then in each case consolidated reporting at such parent entity’s level in a manner consistent with that described under the requirements set forth above under this Section 4.02 for the Issuer will satisfy such requirements, and the Issuer is permitted to satisfy its obligations under this Section 4.02 with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent; provided that in the case of clause (2) above such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its subsidiaries other than the Issuer and its subsidiaries, on the one hand, and the information relating to the Issuer and its subsidiaries on a standalone basis, on the other hand. (d) In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will 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 U.S. Securities Act. (ef) To the extent that any reports or other information is not furnished within the time periods specified in this Section 4.19 and such reports or other information is subsequently furnished, the Issuer will be deemed to have satisfied its obligations with respect thereto and any Default or Event of Default with respect thereto shall be deemed to have been cured. (g) Delivery of such reports reports, information and information documents to the Trustee shall be is for informational purposes only only, and the Trustee’s its receipt of them such reports, information and documents shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein (therein, including the Issuer’s, the Guarantors’ or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an the Officer’s CertificateCertificates delivered pursuant to this Indenture). 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. 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 under this Indenture, or to participate in any conference calls. The Trustee shall have no duty to review or analyze reports delivered to it.