Common use of Reports to Holders Clause in Contracts

Reports to Holders. Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (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 these forms, including a “Management’s Discussion and Analysis of Financial Conditions 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 (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 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 (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes Securities are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):of Securities: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, 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, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within two days after the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer has agreed thatIn addition, for so long as any Notes Securities remain outstanding, the Issuer will 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)(4144A (d) (4) under the Securities Act. The Company will also comply with the other provisions of TIA (S) 314(a).

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the of Notes):: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries(showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer In addition, the Company has agreed that, for so long as any Notes remain outstanding, the Issuer it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports to Holders. Whether or not required by the ------------------ rules and regulations of the SEC, beginning with the annual report on Form 10-K for the year ending March 31, 2001, and thereafter for so long as any Notes are outstanding, the Issuer will furnish Company and the Guarantors shall (1) file with the SEC, to the extent such filings are accepted by the SEC, all quarterly and annual reports and other information, documents and reports the Company and the Guarantors would be required to file (the "Required Reports") with the SEC if the Company and the ---------------- Guarantors were subject to Section 13 or Section 15(d) of the Exchange Act, and (2) deliver to the Holders and the Trustee within 15 days of such filings, copies of same. At any time that such filings are not accepted by the SEC, the Company and the Guarantors shall deliver all of the information included in the Required Reports to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by within 15 days of the recipient), upon request to any Holder, within date the time periods specified (including any grace periods or extensions permitted by filing deadlines would have been had the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (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 these forms, including a “Management’s Discussion and Analysis of Financial Conditions 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 (2) all current reports that would be Required Reports been required to be filed with the SEC on Form 8-K if the Issuer were required to file these reportsat such time. 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 (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so as long as any Notes remain outstanding, the Issuer will Company and the Guarantors shall furnish to the Holders and to Holders, securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to specified in Rule 144A(d)(4) under the Securities Act. The Company and the Guarantors shall also comply with the other provisions of Section 314(a) of the Trust Indenture Act. If and so long as the Notes are listed on the Luxembourg Stock Exchange, the Company shall cause copies of such reports to be available at the specified office of the Paying Agent and transfer agent in Luxembourg.

Reports to Holders. Whether or not required by the SECCommission, so long as any Notes are outstanding, the Issuer will furnish to the Trustee Holders of Notes, or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and to the Holders Retrieval System (which may be made by electronic delivery, if consented to by the recipientor any successor system), upon request to any Holder, within the time periods specified (including any grace periods applicable to the Issuer under Section 13(a) or extensions permitted by 15(d) of the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):Exchange Act: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer were required to file these formsForms, including a “Management’s Discussion and Analysis of Financial Conditions 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 (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer were required to file these reports. In addition, whether or not required by the SECCommission, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept the filing) and make the information available to securities analysts and prospective investors upon request. The Issuer has agreed that, for For so long as any Notes remain outstanding, 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 also comply with the provisions of Section 314(a) of the TIA. Should the Issuer deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to Section 314(a) of the Trust Indenture Act, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports to Holders. Whether (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 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. (b) Notwithstanding that the Issuer may not required be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the Notes are outstanding, the Issuer will file with the SEC, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act, in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations. (c) Notwithstanding the foregoing, such requirements shall be deemed satisfied for any particular period or report by posting reports on the Issuer’s website, by filing such reports with the SEC or by posting such information on IntraLinks or any comparable online system or website that may require a confidentiality acknowledgment. (d) In addition, to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Issuer will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (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 these forms, including a “Management’s Discussion and Analysis of Financial Conditions 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 (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 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 (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, 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. (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 The Company shall: (1) deliver to the Trustee and each Holder, within 15 days after the Company has filed the same with the Commission, copies of all reports and information (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe), if any, which the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required by the SECto file reports pursuant to either of said Sections, so long as any Notes are outstanding, the Issuer will furnish then it shall deliver to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any each Holder, within 15 days after the time periods specified (Company would have been required to file such reports with the Commission were it required to do so, financial statements, including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations notes thereto (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1) all quarterly case of a fiscal year end, an auditors’ report by an independent certified public accounting firm of established national reputation), 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 these forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations,” andsubstantially equivalent to that which the Company would have been required to include in such quarterly or annual reports, information, documents or other reports if the Company had been subject to the requirements of Section 13 or Section 15(d) of the Exchange Act; (2) deliver to the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to the annual information only, a report on the annual financial statements compliance by the Issuer’s certified independent accountantsCompany with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (23) send by mail or otherwise in accordance with the procedures of the Depository for Securities represented by Global Securities to all current Holders, as their names and addresses appear in the register maintained by the Registrar pursuant to Section 2.04, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and 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 Company pursuant to in clauses (1Section 4.04(1) and or (2) above with the SEC for public availability within the time periods specified in the SEC’s as may be required by rules and regulations prescribed from time to time by the Commission. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports and other information referred to above to the Holders of the Securities if the Company has filed such reports and other information with the Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval system (unless or any successor system). Delivery of such reports, information and documents to the SEC Trustee is for informational purposes only and the Trustee’s receipt of such shall not accept constitute constructive notice of any information contained therein or determinable from information contained therein, including the filingCompany’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply, observe or perform its obligations hereunder for purposes of clause (3) and make of Section 6.01 until 120 days after the date any report or other information available hereunder is required to prospective investors upon request. The Issuer has agreed that, for be filed or transmitted so long as any Notes remain outstandingthe Company is using its reasonable efforts to make such filing. All references in this Agreement to the filing of documents with the Commission includes, at such time as is permitted pursuant to this Section, the Issuer will furnish delivering of the same 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 ActTrustee.

Reports to Holders. (a) Whether or not required by the SECCommission, so long as any Notes are outstanding, Holdings shall file electronically with the Issuer will furnish to Commission through the Trustee Commission’s Electronic Data Gathering, Analysis, and to the Holders Retrieval System (which may be made by electronic delivery, if consented to by the recipientor any successor system), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SECCommission’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K (or Form 20-F if Holdings is a “foreign private issuer” as such term is defined under the Issuer rules and regulations of the Commission), if Holdings were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s Holdings’ certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Holdings were required to file these such 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 (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer Holdings 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. Notwithstanding the foregoing, Holdings’ obligations under this Section 4.17 shall be deemed satisfied, for so long as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ plc or any other direct or indirect parent of Holdings is a Guarantor, and has a reporting obligation under Section 13 or Section 15(d) of the Exchange Act, if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ plc or such other parent files with the Commission the reports set forth above within the time periods specified within the Commission’s rules and regulations; provided that, if such parent has material operations other than as a holding company for Holdings, such reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Restricted Subsidiaries on a standalone basis, on the other hand.

Reports to Holders. Whether The Company shall file with the Trustee, within 15 days after the Company has filed the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided that (A) at any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, none of such reports will be required to (i) comply with Section 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Commission, (ii) contain the information required by Items 201, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the SECseparate financial information contemplated by Rules 3-10 or 3-16 of Regulation S-X (or any successor thereto) promulgated by the Commission and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language and (B) the Company shall not be so obligated to file such reports with the Commission, so long as any Notes are outstandingin which event the Company will make available such information to securities analysts and to prospective purchasers of notes, the Issuer will furnish in addition to providing such information to the Trustee and to the Holders (which may be made by electronic deliveryHolders, if consented to by the recipient), upon request to any Holder, in each case within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1) all quarterly and annual financial information for non-accelerated filers that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K apply if the Issuer Company were required to file these forms, including a “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and, with respect to the annual such information only, a report on the annual financial statements by the Issuer’s certified independent accountants; 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 these reportsCommission. In addition, whether at any time the Company is not subject to the reporting requirements of Section 13 or not required by 15(d) of the SECExchange Act, the Issuer 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’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer Company will furnish to the Holders and to securities analysts and prospective investorspurchasers of notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.. The Company will be deemed to have furnished such information referred to in this covenant to the Trustee and the Holders if the Company has filed or furnished such information in reports filed with the Commission and such reports are publicly available on the Commission’s website. At any time the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company may satisfy such obligations by posting such information on its website or on a site maintained by the Company or a third party (which may be password protected). The Trustee shall have no obligation to determine whether or not such information, documents or reports have been so filed, furnished or posted, as applicable. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). All references in this Indenture to the filing of documents with the Commission includes, at such time as is permitted pursuant to this Section, the delivering of the same to the Trustee.

Reports to Holders. Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer The Company will furnish to the Trustee and, upon request, to Holders of the Notes, beneficial owners of the Notes and prospective investors that certify to the Holders reasonable satisfaction of the Company that they are “qualified institutional buyers” (which may be made by electronic delivery, if consented to by within the recipientmeaning of Rule 144A under the Securities Act), upon request or otherwise eligible to any Holderhold the Notes, copies of all of the information and reports referred to in clauses (a) and (b) below within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):regulations: (1a) 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 Company were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the IssuerCompany’s certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer Company were required to file these such reports, in each case in a manner that complies in all material respects with the requirements specified with respect to such information and reports in such forms; provided that nothing contained in the Indenture shall otherwise require the Company to comply with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act at any time when it would not otherwise be subject to such statutes. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.16 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The Company will also hold a quarterly conference call to discuss financial information delivered to Holders. Prior to the conference call, the Company shall issue a press release to the appropriate wire services announcing the time and date of such conference call and, unless the call is to be open to the public, direct Holders of Notes, securities analysts and prospective investors to contact the office of the Company’s chief financial officer to obtain access. If the Company is holding a conference call open to the public to discuss the most recent quarter’s financial performance, the Company will not be required to hold a second, separate call just for the Holders of the Notes. In addition, whether or to the extent not required satisfied by the SECforegoing, the Issuer 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’s rules and regulations (unless the SEC Company shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer will furnish to the Holders of the Notes and to 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. Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports to Holders. Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):otherwise make publicly available: (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 Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the SEC's rules and regulations, in each case, within the time periods required for filing such forms and reports as specified in the SEC's rules and regulations. 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 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, and by providing the Trustee and Holders with or otherwise making publicly available such Registration Statement (and any amendments thereto) promptly following the filing thereof. In addition, following the consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Issuer Company will file a copy of all of the such 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’s 's rules and regulations (unless the SEC shall will not accept such a filing). In addition, prior to the filing) and make consummation of the information available to prospective investors upon request. The Issuer has agreed thatExchange Offer, for so long as any Notes remain outstanding, the Issuer will 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)(4144(A)(d)(4) under the Securities Act. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.17 is for informational purposes only and the Trustee's receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).

Reports to Holders. (a) Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstandingoutstanding hereunder, the Issuer will Company shall furnish to the Trustee and to Holders thereof the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):following: (1) all quarterly and annual financial information of Parent that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Parent were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” that describes the financial condition and results of operations of Parent and its consolidated subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of Unrestricted Subsidiaries of Parent, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the IssuerParent’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Parent were required to file these such reports. , in each case, within the time periods specified in the Commission’s rules and regulations. (b) In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer will Parent shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer has agreed thatIn addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, the Issuer 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. The Company shall comply with the provisions of TIA § 314(a).

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Holders of Notes):: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the IssuerCompany’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission’s rules and regulations. In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept such a filing). In addition, prior to the filing) and make consummation of the information available to prospective investors upon request. The Issuer has agreed thatExchange Offer, for so long as any Notes remain outstanding, the Issuer 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)(4144(A)(d)(4) under the Securities Act. The receipt by the Trustee of any such reports and documents pursuant to this Section 4.08 shall not constitute notice or constructive notice of any information contained in such documents or determinable from information contained in such documents, including the Company’s compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports to Holders. Whether or not required by the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):Holders: (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 Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the SEC's rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). Notwithstanding this Section 4.17, 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, to the extent that any such registration statement contains substantially the 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, and by providing the Trustee and Holders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. In addition, following the consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Issuer Company will file a copy of all of the such 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’s 's rules and regulations (unless the SEC shall will not accept such a filing). In addition, the filing) and make the information available to prospective investors upon request. The Issuer Company has agreed that, prior to the consummation of the Exchange Offer, for so long as any Notes remain outstanding, the Issuer 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):Holders: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the IssuerCompany’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission’s rules and regulations. 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 Commission 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 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. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept such a filing). Prior to the filing) and make consummation of the information available to prospective investors upon request. The Issuer has agreed thatExchange Offer, for so long as any Notes remain outstanding, the Issuer it will furnish to the Holders and to securities analysts and the prospective investors, purchasers of Notes upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(A)(d)(4) under the Securities Act. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports to the Trustee and the Holders if it has filed such reports with the Commission via the E▇▇▇▇ filing system and such reports are publicly available. The receipt by the Trustee of any such reports and documents pursuant to this Section 4.08 shall not constitute notice or constructive notice of any information contained in such documents or determinable from information contained in such documents, including the Company’s compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).

Reports to Holders. (a) Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstandingoutstanding hereunder, the Issuer will Company shall furnish to the Trustee and to Holders thereof the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):following: (1) all quarterly and annual financial information of Parent that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Parent were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of Parent and its consolidated subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of Unrestricted Subsidiaries of Parent, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Parent's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Parent were required to file these such reports. , in each case, within the time periods specified in the Commission's rules and regulations. (b) In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer will Parent shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer has agreed thatIn addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, the Issuer 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. The Company shall comply with the provisions of TIA ss. 314(a).

Reports to Holders. (a) Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer shall file with the Commission (unless the Commission will not accept such filings) and furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1) all quarterly and annual financial information (including a Management’s Discussion and Analysis of Financial Condition and Results of Operations) that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Notes were required to file these forms, including a “Management’s Discussion registered under the Exchange Act and Analysis of Financial Conditions and Results of Operations” and, with respect on or prior to the annual information only, a report dates on which such filings with the annual financial statements by the Issuer’s certified independent accountants; and (2) all current reports that Commission would be required to be filed with made. Notwithstanding the SEC on Form 8-K if foregoing, prior to the Issuer were commencement of the exchange offer contemplated by the Initial Purchasers Registration Rights Agreement or the effectiveness of the shelf registration statement contemplated by such Registration Rights Agreement, such reports shall not be required to file these reports. In addition, whether or not include any financial information required by the SEC, the Issuer will file a copy Rule 3-10 of all of the information and reports referred to in clauses Regulation S-X. (1b) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed thatshall deliver to the Trustee a Collateral Coverage Certificate together with each delivery of quarterly or annual financial information required by Section 4.02(a). (c) The Issuer shall, for so long as any Notes remain outstandingoutstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise furnishing such information pursuant to Rule 12g3-2(b) of the Issuer will Exchange Act, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to clause (d)(4) of Rule 144A(d)(4144A. (d) Notwithstanding the foregoing, if the Issuer is exempt from the requirements of Section 13 or 15(d) of the Exchange Act under Rule 12h-5 of the Exchange Act, the Issuer shall not be required to file such reports and documents with the Commission under Section 13 or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such annual reports and such information, documents and other reports to the Trustee and Holders so long as (i) a direct parent entity that guarantees the Notes files such annual reports and such information, documents and other reports with the Commission, (ii) such parent entity, the Issuer and each Guarantor are in compliance with the requirements set forth in Rule 3-10 of Regulation S-X under the Securities ActExchange Act and (iii) the Issuer provides the Trustee and Holders with such annual reports and such information, documents and other reports filed by such parent entity. (e) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished the reports referred to in Section 4.02(a) to the Trustee and to Holders if the Issuer has filed such reports with the Commission via the ▇▇▇▇▇ filing system and such reports are publicly available. (f) Delivery of reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or statements delivered to the Trustee pursuant to Section 4.03). (g) To the extent applicable, the Issuer shall comply with TIA § 314(a).

Reports to Holders. Whether The Company and each of its Subsidiaries, including the Issuer, as applicable, shall deliver to the Trustee within 15 days after filing the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company or such Subsidiary is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not required by be subject to the SEC, so long as any Notes are outstandingreporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the Commission, to the extent permitted, and provide the Trustee and Holders with such annual reports and such information, documents and other reports specified in Section 13 of the Exchange Act. The Company and the Issuer will furnish shall also comply with the other provisions of (S) 314(a) of the TIA. Concurrently with the reports delivered pursuant to the preceding paragraph, the Company shall deliver to the Trustee and to each Holder annual and quarterly financial statements with appropriate footnotes of the Holders (which may be made by electronic deliveryCompany and its consolidated Subsidiaries, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules all prepared and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1) all quarterly and annual financial information that would be required to be contained presented in a filing manner substantially consistent with those of the SEC on Forms 10-Q and 10-K if the Issuer were required to file these forms, including a “Management’s Discussion and Analysis of Financial Conditions 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 (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 these reports. In addition, whether or not Company required by the SECpreceding paragraph. If, at any time, the Issuer will file a copy of all prepares annual and quarterly financial statements, the Issuer shall deliver to the Trustee and to each Holder such annual and quarterly financial statements with appropriate footnotes of the information Issuer and reports referred to its consolidated Subsidiaries, all prepared and presented in clauses (1) and (2) above a manner substantially consistent with those of the SEC for public availability within Company required by the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon requestpreceding paragraph. The Issuer has agreed that, for For so long as any Notes remain Restricted Security remains outstanding, the Company and the Issuer will shall furnish to the Holders and to securities analysts or beneficial holders of the Notes and prospective investorspurchasers of the Notes designated by the Holders of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4144(d)(4) under the Securities Exchange Act.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes Securities are outstanding, the Issuer Company shall file a copy of the following information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and shall furnish to the Trustee Holders of Securities and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):investors, upon their request: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountantsaccounts; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within five days of the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon requestwritten request to the Company. The Issuer has agreed thatIn addition, for so long as any Notes Securities remain outstanding, the Issuer will 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):Holders: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations, provided that any breach of this Section 4.08 shall be cured upon the furnishing of such late report within 20 days of the date on which such report was required to be furnished. 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 Commission 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 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, and by providing the Trustee and Holders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept such a filing). In addition, the filing) and make the information available to prospective investors upon request. The Issuer Company has agreed that, prior to the consummation of the Exchange Offer, for so long as any Notes remain outstanding, the Issuer 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. The receipt by the Trustee of any such reports and documents pursuant to this Section 4.08 shall not constitute notice or constructive notice of any information contained in such documents or determinable from information contained in such documents, including the Company's compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificate).

Reports to Holders. Whether or not required by the rules and regulations of the SEC, so long as any Notes Units are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):of Units: (1a) 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 Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2b) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the SEC's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the rules and regulations of the SEC, the Issuer will Company shall file a copy of all of the such 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’s 'S rules and regulations (unless the SEC shall will not accept the such a filing) and make the information available to prospective investors upon request). The Issuer has agreed thatIn addition, for so long as any Notes remain outstanding, the Issuer will 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.

Reports to Holders. (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders of Notes (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. Upon qualification of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) In addition, following the consummation of the Exchange Offer , whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer has agreed thatIn addition, for so long as any Notes remain outstanding, the Issuer 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.

Reports to Holders. Whether (a) Notwithstanding that the Company may not be required to file with the SEC information, documents, or not required by reports pursuant to Section 13 or Section 15(d) of the SECExchange Act, so long as any Notes are outstanding, it shall: (i) file with the Issuer will furnish SEC (with a copy to the Trustee and Trustee), to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):extent permitted, (1A) all quarterly and annual financial reports on Form 20-F (or any successor form) containing the information that would be required to be contained in a filing with therein (or such successor form) within the time period required under the rules of the SEC on Forms 10for the filing of Form 20-Q and 10-K if the Issuer were required to file these formsF (or any successor form) by foreign private issuers subject thereto, including a “Management’s Discussion and Analysis of Financial Conditions 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 (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 in each case prepared in accordance with Mexican GAAP) along with other financial information and a discussion of results in each case with a substantially similar level of information in all current reports that would be required material respects as provided by the Company in its Form 6-K for the second quarter of 2005, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, and (ii) to be the extent not filed with the SEC on Form 8-K if provide the Issuer were required to file these reports. In additionTrustee and the holders with the information, whether or not required by the SEC, the Issuer will file a copy of all of the information documents and reports referred to in clauses clause (1i) above within the periods specified above. (iii) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (i) and (2ii) above with the SEC for public availability within the time periods specified in the SEC’s of this Section as may be required by rules and regulations prescribed from time to time by the Commission. (unless b) At any time when the SEC Company is not subject to or is not current in its reporting obligations under Section 3.19(a)(i), the Company shall not accept the filing) and make the information available to prospective investors available, upon request. The Issuer has agreed that, for so long as to any holder and any prospective purchaser of Notes remain outstanding, 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. (c) So long as the Notes are listed on Euro MTF, the alternative market of the Luxembourg Stock Exchange, the Company shall make available the information specified in Section 3.19(b) at the specified office of the Luxembourg paying agent for the Notes.

Reports to Holders. Whether or not required by the SEC, so long as any Notes are outstandingGuarantor is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer will furnish to Guarantor must provide the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors any Holder of the Securities within fifteen (15) Business Days after filing, or in the Notes):event no such filing is required, within fifteen (15) Business Days after the end of the time periods specified in those sections with: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Guarantor were required to file these such forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” and, with respect to the annual information financial statements only, a report on the annual financial statements thereon by the IssuerGuarantor’s certified independent accountants; , and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Guarantor were required to file these such reports; provided that the foregoing delivery requirements shall be deemed satisfied if the foregoing materials are available on the Commission’s E▇▇▇▇ system or on the Guarantor’s website within the applicable time period. In addition, whether or not required by the SECCommission, the Issuer Guarantor will, if the Commission will accept the filing, file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless regulations. In addition, the SEC shall not accept the filing) and Guarantor will make the information and reports available to securities analysts and prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstandingNotwithstanding anything herein to the contrary, the Issuer Guarantor will furnish not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(c) hereof until 90 days after the Holders and to securities analysts and prospective investors, upon their request, the information required date any report under this Section 4.03 is due to be delivered pursuant to Rule 144A(d)(4the Trustee. Delivery of the reports and documents described in subsection (1) under above to the Securities ActTrustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Obligors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely on an Officers’ Certificate).

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the of Notes):: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Subsidiaries separate from the financial condition and results of operations of the Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer In addition, the Company has agreed that, for so long as any Notes remain outstanding, the Issuer it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):Holders: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. 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 Commission 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 Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and by providing the Trustee and the Holders with such Registration Statement (and any amendments thereto) promptly following the filing thereof. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept such a filing). In addition, the filing) and make the information available to prospective investors upon request. The Issuer Company has agreed that, prior to the consummation of the Exchange Offer, for so long as any Notes remain outstanding, the Issuer 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. The receipt by the Trustee of any such reports and documents pursuant to this Section 4.08 shall not constitute notice or constructive notice of any information contained in such documents or determinable from information contained in such documents, including the Company's compliance with any covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officers' Certificate).

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes Securities are outstanding, the Issuer Company shall file a copy of the following information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and shall furnish to the Trustee Holders of Securities and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):investors, upon their written request: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of -------------------------------------------------------------------------- Operations” " that describes the financial condition and results of ---------- operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon requestwritten request to the Company. The Issuer has agreed thatIn addition, for so long as any Notes Securities remain outstanding, the Issuer will 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes Securities are outstanding, the Issuer Company shall file a copy of the following information and reports with the Trustee and the Commission for public availability (unless the Commission will not accept such a filing) and shall furnish to the Trustee Holders of Securities and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):investors, upon their written request: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions 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-Q for the quarter ending September 30, 2000 and shall be filed on or prior to the 45th day following the Issue Date) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon requestwritten request to the Company. The Issuer has agreed thatIn addition, for so long as any Notes Securities remain outstanding, the Issuer will 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.

Reports to Holders. Whether or not required by the SEC, so long as any Notes are outstanding, the Issuer will furnish (a) The Company shall deliver to the Trustee and mail to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any each Holder, within 15 days after the time periods specified (including any grace periods 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 Company is required to file with the Commission pursuant to Section 13 or extensions permitted by 15(d) of the SECExchange Act. The Company shall also comply with the other provisions of Section 314(a) in of the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):TIA. (1b) If the Company ceases to be subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the Commission, to the extent permitted, and deliver to the Trustee and mail to each Holder (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these such forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and accountants and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports. In addition, whether or not required by the SECin each case, the Issuer 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’s Commission's rules and regulations (unless the SEC regulations. Such information shall not accept the filing) and make the information be made available to securities analysts and prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstandingIn addition, the Issuer will 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.

Reports to Holders. Whether The Company shall file with the Trustee, within 15 days after the Company has filed the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided that at any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (A) none of such reports will be required to (i) comply with Section 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the Commission, (ii) contain the information required by Items 201, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the SECseparate financial information contemplated by Rules 3-10 or 3-16 of Regulation S-X (or any successor thereto) promulgated by the Commission and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language and (B) the Company shall not be so obligated to file such reports with the Commission, so long as any Notes are outstandingin which event the Company will make available such information to securities analysts and to prospective purchasers of Securities, the Issuer will furnish in addition to providing such information to the Trustee and to the Holders (which may be made by electronic deliveryHolders, if consented to by the recipient), upon request to any Holder, in each case within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1) all quarterly and annual financial information for non-accelerated filers that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K apply if the Issuer Company were required to file these forms, including a “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and, with respect to the annual such information only, a report on the annual financial statements by the Issuer’s certified independent accountants; 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 these reportsCommission. In addition, whether at any time the Company is not subject to the reporting requirements of Section 13 or not required by 15(d) of the SECExchange Act, the Issuer 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’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer Company will furnish to the Holders and to securities analysts and prospective investorspurchasers of Securities, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.. The Company will be deemed to have furnished such information referred to in this covenant to the Trustee and the Holders if the Company has filed or furnished such information in reports filed with the Commission and such reports are publicly available on the Commission’s website. At any time the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company may satisfy such obligations by posting such information on its website or on a site maintained by the Company or a third party (which may be password protected). The Trustee shall have no obligation to determine whether or not such information, documents or reports have been so filed, furnished or posted, as applicable. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). All references in this Indenture to the filing of documents with the Commission includes, at such time as is permitted pursuant to this Section, the delivering of the same to the Trustee.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes Securities are outstanding, the Issuer Company shall file a copy of the following information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and shall in any event furnish to the Trustee Holders of Securities and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):investors, upon their written request: (1i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch forms (other than consolidating financial information required by Rule 3-10 of Regulation S-X or any comparable provision so long as the aggregate unaudited assets, liabilities and revenues of Subsidiaries that are not Guarantors are disclosed on an annual basis), including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the IssuerCompany’s certified independent accountantsregistered public accounting firm; and (2ii) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such 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 each case (1i) and (2ii) above with the SEC for public availability within the time periods specified in the SECCommission’s rules and regulations. If the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in clauses (i) and (ii) of this Section 4.10 with the Commission within the time periods specified in the Commission’s rules and regulations (unless the SEC Commission will not accept such a filing. The Company shall not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the filingCompany’s filings for any reason, the Company will post the reports referred to in clauses (i) and make (ii) of this Section 4.10 on its website within the information available time periods that would apply if the Company were required to prospective investors upon requestfile those reports with the Commission. The Issuer has agreed thatIn addition, for so long as any Notes Securities remain outstanding, the Issuer will 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):Holders: (1) all quarterly and annual financial and other information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these such forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the IssuerCompany’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission’s rules and regulations. Any such report filed with the Commission shall be deemed to have been furnished to the Holders. In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept such a filing). In addition, the filing) and make the information available to prospective investors upon request. The Issuer Company has agreed that, for so long as any Notes remain outstanding, the Issuer it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Reports to Holders. (a) Whether or not required by the SECCommission, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any HolderHolders, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SECCommission’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions 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 (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer were required to file these such reports. , provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing or posting has occurred. (b) In addition, whether or not required by the SECCommission, the Issuer will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The In addition, the Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) In addition, if at any time any parent company of the Issuer becomes a Guarantor (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 and other documents required to be filed and furnished to Holders pursuant to this Section 4.17 may, at the option of the Issuer, be filed by and be those of such parent company rather than the Issuer.

Reports to Holders. (a) Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer shall file with the Commission (unless the Commission will not accept such filings) and furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes): (1) all quarterly and annual financial information (including a Management’s Discussion and Analysis of Financial Condition and Results of Operations) that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Notes were required to file these forms, including a “Management’s Discussion registered under the Exchange Act and Analysis of Financial Conditions and Results of Operations” and, with respect on or prior to the annual information only, a report dates on which such filings with the annual financial statements by the Issuer’s certified independent accountants; and (2) all current reports that Commission would be required to be filed with made. Notwithstanding the SEC on Form 8-K if the Issuer were foregoing, such reports shall not be required to file these reports. In addition, whether or not include any financial information required by the SEC, the Issuer will file a copy Rule 3-10 of all of the information and reports referred to in clauses Regulation S-X. (1b) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC shall not accept the filing) and make the information available to prospective investors upon request. The Issuer has agreed thatshall deliver to the Trustee a Collateral Coverage Certificate together with each delivery of quarterly or annual financial information required by Section 4.02(a). (c) The Issuer shall, for so long as any Notes remain outstandingoutstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise furnishing such information pursuant to Rule 12g3-2(b) of the Issuer will Exchange Act, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to clause (d)(4) of Rule 144A(d)(4144A. (d) Notwithstanding the foregoing, if the Issuer is exempt from the requirements of Section 13 or 15(d) of the Exchange Act under Rule 12h-5 of the Exchange Act, the Issuer shall not be required to file such reports and documents with the Commission under Section 13 or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such annual reports and such information, documents and other reports to the Trustee and Holders so long as (i) a direct parent entity that guarantees the Notes files such annual reports and such information, documents and other reports with the Commission, (ii) such parent entity, the Issuer and each Guarantor are in compliance with the requirements set forth in Rule 3-10 of Regulation S-X under the Securities ActExchange Act and (iii) the Issuer provides the Trustee and Holders with such annual reports and such information, documents and other reports filed by such parent entity. (e) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished the reports referred to in Section 4.02(a) to the Trustee and to Holders if the Issuer has filed such reports with the Commission via the ▇▇▇▇▇ filing system and such reports are publicly available. (f) Delivery of reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of any such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or statements delivered to the Trustee pursuant to Section 4.03). (g) To the extent applicable, the Issuer shall comply with TIA § 314(a) (it being understood that shall not be applicable at any time at which this Indenture is not required pursuant to the TIA to be qualified under the TIA).

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the of Notes): (1) : all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountantsaccounts; and (2) and all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer In addition, the Company has agreed that, for so long as any Notes remain outstanding, the Issuer will it 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.

Reports to Holders. Whether or not required by the SECCommission, so long as any Notes are outstanding, beginning with the Issuer will quarter ended June 30, 2003 and until the date the Exchange Offer (as defined in the Registration Rights Agreement) is consummated and thereafter at any time not filed with the Commission, each of the Company, Huntsman LLC and HI must furnish to the Trustee Holders of Notes and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any HolderTrustee, within the time periods period specified (including any grace periods or extensions permitted by the SEC) in the SECCommission’s rules and regulations including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (andas defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, upon request, will so furnish and make available to securities analysts and prospective potential investors in the Notes):upon request: (1i) 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 such Person were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuersuch Person’s certified independent accountants; and (2ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer such Person were required to file these such reports. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information of the Company, Huntsman LLC and HI required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company, Huntsman LLC or HI and its Restricted Subsidiaries (as applicable) separate from the financial condition and results of operations of the Unrestricted Subsidiaries. In addition, whether or not required by the SECCommission, after the date the Exchange Offer (as defined in the Registration Rights Agreement) is required to be consummated, the Issuer Company will file a copy of all of the information and reports referred to in clauses (1i) and (2ii) above (in the case of information and reports relating to Huntsman LLC and HI, to the extent not otherwise filed with the SEC Commission by Huntsman LLC and HI) with the Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept the such a filing) including any extension periods available under such rules and regulations and excluding any requirement and time periods applicable to “accelerated filers” (as defined in Rule 12b-2 under the Exchange Act) under such rules and regulations, and make the such information available to prospective investors upon request. The Issuer has agreed that, for so long as any Notes remain outstanding, the Issuer will furnish to the Holders and 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes Securities are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the Notes):of Securities: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” " that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto, 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, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within two days after the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer has agreed thatIn addition, for so long as any Notes Securities remain outstanding, the Issuer will 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer will Company shall furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the of Notes):: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including a “Management’s Discussion and Analysis of Financial Conditions Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the IssuerCompany’s certified independent accountantsaccounts; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission’s rules and regulations. In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer will Company shall file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SECCommission’s rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer In addition, the Company has agreed that, for so long as any Notes remain outstanding, the Issuer will it 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.

Reports to Holders. Whether or not required by the SECrules and regulations of the Commission, so long as any Notes are outstanding, the Issuer Company will furnish to the Trustee and to the Holders (which may be made by electronic delivery, if consented to by the recipient), upon request to any Holder, within the time periods specified (including any grace periods or extensions permitted by the SEC) in the SEC’s rules and regulations (and, upon request, will so furnish to securities analysts and prospective investors in the of Notes):: (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Issuer Company were required to file these formssuch Forms, including including: (a) a “"Management’s 's Discussion and Analysis of Financial Conditions Condition and Results of Operations” and" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, ) either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any), (b) information with respect to the net revenues, EBITDA and operating income for each of the Company's principal operating subsidiaries and (c) with respect to the annual information only, a report on the annual financial statements thereon by the Issuer’s Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC Commission on Form 8-K if the Issuer Company were required to file these such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, whether or not required by the SECrules and regulations of the Commission, the Issuer Company will file a copy of all of the such information and reports referred to in clauses (1) and (2) above with the SEC Commission for public availability within the time periods specified in the SEC’s Commission's rules and regulations (unless the SEC shall Commission will not accept the such a filing) and make the such information available to securities analysts and prospective investors upon request. The Issuer In addition, the Company has agreed that, for so long as any Notes remain outstanding, the Issuer 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.