Common use of SEC Reports Clause in Contracts

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document with the SEC through the SEC’s ▇▇▇▇▇ database no later than the time such report or document is required to be filed with the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee with, such quarterly and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser also comply with the other provisions of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to TIA Section 13 or 15(d) under the Exchange Act. (d) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or 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 Officer’s Officers’ Certificates). The Trustee will not be responsible and shall have no liability whatsoever to determine whether any financial information has been filed or posted on the ▇▇▇▇▇ system (or any successor electronic delivery procedure) or have any duty to monitor or determine whether the Company has delivered the reports described under this Section 4.2 or otherwise complied with its obligation under this Section 4.2.

SEC Reports. (a) The Company promptly will deliver has timely filed or furnished, as the case may be, all registration statements, proxy statements, reports, forms and other documents required to the Trustee, but in any event no later than 15 days after the filing of the same be filed or furnished by it with the SEC, 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 SEC (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein are referred to as the “Company SEC Reports”) since January 1, 2013. As of their respective effective dates (in the case of the Company SEC Reports that are registration statements filed pursuant to Section 13 or 15(d) the requirements of the Exchange Securities Act. Notwithstanding that ) and as of their respective filing dates (in the case of all other Company may not remain subject SEC Reports), or in each case, if amended prior to the reporting date hereof, as of the date of the last such amendment, (i) each Company SEC Report complied in all material respects with the applicable requirements of Section 13 the Securities Act or 15(d) of the Exchange Act, the and (ii) none of such Company will file with the SEC all information, documents and reports Reports contained any untrue statement of a material fact or omitted to state a material fact required to be filed with stated therein or necessary in order to make such statements made therein, in the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) light of the Exchange Act. Notwithstanding the foregoingcircumstances under which they were made, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurrednot misleading. (b) Regardless of whether the The Company is required to furnish such reports to its stockholders pursuant to has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its Subsidiaries, is made known to Company’s principal executive officer and principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting the Company (at its own expense) shall cause its consolidated principal executive officer and principal financial statements, comparable officer to those which would have been material information required to appear be included in annual or quarterly reportsthe Company’s periodic and current reports required under the Exchange Act. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to be delivered such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. The Company is in compliance in all material respects with the provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 that are applicable to the Trustee and the HoldersCompany. (c) For so long as any of the Securities remain outstandingSince January 1, 2013, the Company will make available to any prospective purchaser has been and is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNASDAQ. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the TrusteeAny documents, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and or other reports, if any, which information that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act shall be filed by the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the extent permittedExchange Act). The Company shall otherwise comply with the requirements of Section 314(a) of the Trust Indenture Act. Documents, and provide reports or other information filed by the Company with the SEC via ▇▇▇▇▇ shall be deemed to be filed with the Trustee and as of the Holders with time such annual documents, reports and or other information are filed via ▇▇▇▇▇. The Trustee does not have the duty to review such information, documents and other reports specified in Sections 13 and 15(d) or reports, is not considered to have notice of the Exchange Act. Notwithstanding the foregoingcontent of such information, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information documents or reports on its website within or any defaults or Events of Default discernable therefrom and does not have a duty to verify the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any accuracy of such filing information, documents or submission has occurredreports. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (c) Notwithstanding anything to the contrary in Section 2.12, to the extent that the Company elects, pursuant to Section 2.15(e), the sole remedy available to the Holders of Notes or to the Trustee on their behalf for an Event of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) the Company’s failure to comply with its obligations in Section 2.15(a), shall, after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the 120-day period beginning on, and including, the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; provided, however, that in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of the Notes for any failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K). (d) If the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 181st day), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. This Section 2.15(d) shall not affect the rights of Holders of Notes in the event of the occurrence of any Event of Default unrelated to this Section 2.15. In the event that the Company does not elect to pay the additional interest following an Event of Default in accordance with this Section 2.15(d), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. (e) In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders of Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 7.02 of the Base Indenture.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders of Notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act and applicable to a U.S. corporation subject to those Sections, and the foregoinginformation, documents and reports to be so filed and provided at the times specified for the filing of the information, documents and reports under those Sections (including any applicable grace period or extension available thereunder or under the rules and regulations promulgated by the SEC); provided that (i) the Company shall not be deemed so obligated to have delivered such information file the information, documents and reports with respect the SEC if the SEC does not permit those filings (but shall provide them to any period for which it has posted such information or reports on its website the Trustee and the Holders of Notes within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever those Sections) and (ii) the electronic filing with the SEC through the SEC’s Electronic Data Gathering, Analysis, and Retrieval System (or any successor system providing for free public access to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expensefilings) shall cause its consolidated financial statements, comparable satisfy the Company’s obligation to those which would have been required to appear in annual or quarterly provide such reports, to be delivered information and documents to the Trustee and the Holders. (c) For so long as any Holders of Notes. The availability of the Securities remain outstanding, foregoing materials on a freely accessible page on the Company will make available Company’s website also shall be deemed to any prospective purchaser of satisfy the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period foregoing delivery obligations. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under any other reports are publicly available and accessible electronically or on the Exchange Act. (d) Company’s website. 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 in this Indenture (as to which the Trustee is entitled to conclusively rely exclusively upon an Officers’ Certificate). If any direct or indirect parent company of the Company becomes a guarantor of the notes, the Company may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on Officer’s Certificates)the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company is may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that 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 from time to time in such rules and regulations. Notwithstanding that the foregoing, (i) the Company may will be deemed to have furnished such information, documents or reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not remain permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with any of its obligations under this Section 6(a) until 30 days after the SEC all date any information, documents and reports document or report hereunder is required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredTrustee. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty to review or make independent investigation with respect to any of the foregoing received by the Trustee, and shall hold the same solely as repository. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the ▇▇▇▇▇ filing system (or its successor) or postings to any website have occurred.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company is may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that 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 from time to time in such rules and regulations. Notwithstanding that the foregoing, (i) the Company may will be deemed to have furnished such information, documents or reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not remain permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with any of its obligations under this Section 6(a) until 30 days after the SEC all date any information, documents and reports document or report hereunder is required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredTrustee. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder under the Base Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no duty to review or make independent investigation with respect to any of the foregoing received by the Trustee, and shall hold the same solely as repository. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the ▇▇▇▇▇ filing system (or its successor) or postings to any website have occurred.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual shall file all reports and of the information, other information and documents and other reports, if any, which the Company it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file and within 15 days after it files them with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingSEC, the Company shall be deemed to have delivered file copies of all such reports, information and other documents with the Trustee. The Company will cause any quarterly and annual reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports mails to its stockholders pursuant shareholders to be mailed to the Exchange ActHolders. During the period beginning on the latest date of the original issuance of the Notes and ending on the date that is two (2) years from such date, the Company (at its own expense) shall cause its consolidated financial statementscovenants and agrees that it shall, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company in which it is not subject to Section 13 or 15(d) under the Exchange Act. (d, make available to any Holder or beneficial Holder of Notes or any Common Stock issued upon conversion thereof which continue to be Restricted Securities in connection with any sale thereof and any prospective purchaser of Notes or such Common Stock from such Holder or beneficial Holder, the information required pursuant to Rule 144A(d)(4) Delivery under the Securities Act upon the request of any Holder or beneficial Holder of such reportsNotes or such Common Stock and it will take such further action as any Holder or beneficial Holder of such Notes or such Common Stock may reasonably request, information and documents all to the Trustee is for informational purposes only and extent required from time to time to enable such Holder or beneficial Holder to sell its Notes or Common Stock without registration under the Trustee’s receipt Securities Act within the limitation of the exemption provided by Rule 144A, as such shall not constitute constructive notice Rule may be amended from time to time. Upon the request of any information contained therein Holder or determinable from information contained thereinany beneficial Holder of the Notes or such Common Stock, including the Company’s compliance with any of its covenants hereunder (Company will deliver to such Holder a written statement as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)whether it has complied with such requirements.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information(subject to the first sentence of Section 4.02(b)), documents and reports required to be filed with promptly after such filing provide the SEC Trustee (and Holders, to the extent permitted, and provide not publicly available on the Trustee and SEC’s ▇▇▇▇▇ system or the Holders Company’s website) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time after the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as a U.S. corporation, even 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 Section 4.02(a) with the SEC within the time periods required unless the SEC shall not accept such a filing. Notwithstanding The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to its stockholders pursuant to with the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersSEC. (c) For so long as The delivery of any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is shall be for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its the Company’s covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officeran Officers’ Certificate). The Trustee shall have no responsibility for the filing, timeliness or content of reports. (d) The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s Certificates▇▇▇▇▇ filing system (or its successor) or postings to any website have occurred. The Trustee shall have no duty to participate in or monitor any conference calls. (e) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (f) At any time when the Company is no longer 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 SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-10, 3-16, 13-01 or 13-02 of Regulation S-X promulgated by the SEC (or any successor rules) and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language. (g) In addition, at any time when the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to Following the Trustee, but in any event no later than 15 days after the filing effectiveness of the same registration statement referred to in the Registration Rights Agreement, whether or not the Corporation is required to file reports with the SEC, copies if any shares of Series A Preferred Stock are outstanding, the quarterly and annual Corporation shall file with the SEC all such reports and of the information, documents and other reports, if any, which the Company is information as it would be required to file with the SEC pursuant to under Section 13 13(a) or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of under the Exchange Act, the Company will file with unless the SEC all informationdoes not permit the Corporation to make such filings. The Corporation shall deliver to each holder of Series A Preferred Stock, documents and reports required upon request, without cost to be filed with the SEC to the extent permittedsuch holder, and provide the Trustee and the Holders with copies of such annual reports and other information; provided that the filing of such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Acton ▇▇▇▇▇ shall be deemed to satisfy such delivery requirement. Notwithstanding the foregoing, prior to the Company shall effectiveness of the registration statement referred to in the Registration Rights Agreement, the Corporation may satisfy its obligations under this Section 14 by promptly furnishing or causing to be deemed to have delivered such information and reports with respect furnished Rule 144A Information (as defined below) to any period for which it has posted such information holder of Series A Preferred Stock or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any a prospective purchaser of any such Series A Preferred Stock designated by any such holder of Series A Preferred Stock, as the case may be, to the extent required to permit compliance by such holder of Series A Preferred Stock with Rule 144A under the Securities or beneficial owner of the Securities Act in connection with the resale of any sale thereof the such security. “Rule 144A Information” shall be such information required by as is specified pursuant to Rule 144A(d)(4) under the Securities Act during or any period when 10 NTD: Subject to review of the Company is not subject Charter. 11 Ownership limitations will be set forth in the Charter. These provisions should cross reference the Charter. successor provisions. In the event the rules and regulations of the SEC permit the Corporation and any direct or indirect parent of the Corporation to report at any such parent entity’s level on a consolidated basis, consolidated reporting at the parent entity’s level in a manner consistent with that described in this Section 13 or 15(d) under the Exchange Act14 will satisfy this Section 14. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) 3.3.1 The Company promptly will shall deliver to the Trustee, but in any event no later than 15 fifteen (15) days after the filing of the same date such report is required to be filed with the SECSEC pursuant to the Exchange Act (after giving effect, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report (or copies of such portions of such report as the quarterly SEC may from time to time by rules and annual reports and of the information, documents and other reports, if any, which regulations prescribe) the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the SEC; provided further, each such report will be deemed to be so delivered to the Trustee at the time such report is filed with the SEC through the SEC’s ▇▇▇▇▇ database. 3.3.2 If the Company is, at any time while any Securities are outstanding, no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, then the Company shall continue to provide to the Trustee (and, unless the SEC will not accept such filing, file with the SEC all informationin accordance with rules and regulations prescribed from time to time by the SEC) and, documents and reports required upon request, to be filed with each Holder, no later than the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, date the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to file the Trustee and same with the Holders. (c) For so long as any of the Securities remain outstandingSEC, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when reports the Company is not subject would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect, to the extent it would have been applicable, any extension permitted by Rule 12b-25 under the Exchange Act. (d) if the Company had securities listed and registered on a national securities exchange and were subject to the reporting requirements of such sections. The Company shall also deliver to the Trustee copies of the Company’s annual report to stockholders, containing audited financial statements, and any other financial reports which the Company furnishes to its stockholders. The Company also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information(subject to the first sentence of Section 4.02(b)), documents and reports required to be filed with promptly after such filing provide the SEC Trustee (and Holders, to the extent permitted, and provide not publicly available on the Trustee and SEC’s ▇▇▇▇▇ system or the Holders Company’s website) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time after the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as a U.S. corporation, even 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 Section 4.02(a) with the SEC within the time periods required unless the SEC shall not accept such a filing. Notwithstanding The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to its stockholders pursuant to with the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersSEC. (c) For so long as The delivery of any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is shall be for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its the Company’s covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officeran Officers’ Certificate). The Trustee shall have no responsibility for the filing, timeliness or content of reports. (d) The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s Certificates▇▇▇▇▇ filing system (or its successor) or postings to any website have occurred. The Trustee shall have no duty to participate in or monitor any conference calls. (e) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (f) At any time when 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 SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (ii) contain the information required by Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-10 or 3-16 of Regulation S-X promulgated by the SEC and (iv) provide financial statements in interactive data format using the eXtensible Business Reporting Language. (g) In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file or furnish with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available (at including, without limitation, by posting on its own expensewebsite) such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall cause include a reasonably detailed presentation, (a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its consolidated financial statementsRestricted Subsidiaries. For purposes of this Section 4.18, comparable the Company and the Subsidiary Guarantors will be deemed to those which would have been required to appear in annual or quarterly reports, to be delivered furnished the reports to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 4.18 if they have filed or furnished such reports with the SEC via the ▇▇▇▇▇ (or successor or similar) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing system and such reports are publicly available. 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act; PROVIDED, HOWEVER, that each such report or document will be deemed to be so delivered to the Trustee if the Company files such report or document with the SEC through the SEC’s E▇▇▇▇ database no later than the time such report or document is required to be filed with the SEC pursuant to the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee with, such quarterly and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser also comply with the other provisions of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to TIA Section 13 or 15(d) under the Exchange Act. (d) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or 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 Officer’s Officers’ Certificates). The Trustee will not be responsible and shall have no liability whatsoever to determine whether any financial information has been filed or posted on the E▇▇▇▇ system (or any successor electronic delivery procedure) or have any duty to monitor or determine whether the Company has delivered the reports described under this ‎Section 4.2 or otherwise complied with its obligation under this ‎Section 4.2.

SEC Reports. (a) The Company promptly will deliver to So long as the TrusteeNotes are outstanding, but in at any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding time that the Company may not remain Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company Issuer will file with the SEC all information, documents and reports required furnish to be filed with the SEC to the extent permitted, and provide the Trustee and make available on the Holders with Issuer’s website copies of such annual and quarterly reports and such information, documents and other reports specified in as are required under Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act within 15 days after the foregoingdate such information, documents or other reports were filed with the SEC; provided, however, that (a) so long as Parent is a Guarantor of the Notes, the Company reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent rather than the Issuer and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to the Issuer. The Issuer or Parent will be deemed to have delivered furnished such reports, information and reports documents to the Trustee if the Issuer or Parent has filed such reports, information and documents with respect to any period for which it the SEC via the ▇▇▇▇▇ filing system or has posted made available such reports, information or reports and documents on its website within the time periods specified in this Section 4.10website. The Trustee will shall have no responsibility whatsoever to determine whether any ensure that such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the CompanyIssuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Upon consummation of the Exchange Offer and the issuance of the Exchange Notes, the Company promptly will deliver to (at its own expense) shall file with the Trustee, but in any event no later than SEC and shall file with the Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required to file with foregoing as the SEC may by rules and regulations prescribe) to be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC ); provided that -------- prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActNotes, the Company (at its own expense) shall cause its consolidated financial statements, comparable will mail to those which the Trustee and Holders in accordance with paragraph (b) of this Section 4.08 substantially the same information that would have been required to appear in annual or quarterly reports, by the foregoing documents within 15 days of when any such document would otherwise have been required to be delivered filed with the SEC. Upon quali- -50- fication of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, the Company shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Trustee and mailed to the HoldersHolders at their addresses appearing in the register of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as The Company shall provide to any of the Securities remain outstanding, Holder any information reasonably requested by such Holder concerning the Company will make available (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Holder to sell or beneficial owner of the Securities transfer Notes in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any Act. The Company shall have a reasonable period when the Company is not subject of time to Section 13 or 15(d) under the Exchange Act. (d) Delivery of provide 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 Holder with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)such information.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reports, if any, which the Company is required reports to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that , whether or not the Company may not remain is subject to such filing requirements so long as the reporting requirements of Section 13 or 15(d) of the Exchange Act, the SEC will accept such filings. The Company will file shall also comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) provisions of the Exchange ActTIA ss. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless At the Company's expense, regardless of whether the Company is required to file with the SEC or furnish such information, documents and reports referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company (shall cause such information, documents and reports to be mailed to the Trustee at its own expense) shall cause its consolidated financial statements, comparable address set forth in this Indenture and to those which the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC or such date as they would have been required to appear in annual or quarterly reports, to be delivered to filed with the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, SEC if the Company will make available were required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject so file pursuant to Section 13 or 15(d) under the Exchange Act. (d) . Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (c) For so long as any Notes remain outstanding, the Company shall make available upon request, to any Holder, any holder of a beneficial interest in a Note and, upon request of any Holder or any such holder, any prospective purchaser of a Note or a beneficial interest therein, the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act.

SEC Reports. (a) The Company promptly will deliver Upon consummation of the Exchange Offer and the issuance of the Exchange Securities, each Issuer and each Subsidiary Guarantor (at its own expense) shall file with the Commission and shall furnish to the Trustee, but in any event no later than Trustee and each Securityholder within 15 days after the filing of the same it files them with the SEC, Commission copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether either of the Company may not remain Issuers is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act). Notwithstanding the foregoing, in the Company shall be deemed event that the Issuers are not required to have delivered file such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders Commission pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable Issuers will nevertheless deliver such Exchange Act information to those which the Holders of the Securities within 15 days after it would have been required to appear in file it with the Commission. Upon qualification of this Indenture under the TIA, the Issuers and each of the Subsidiary Guarantors shall also comply with the provisions of TIA Section 314(a). (b) At the Issuers' expense, each Issuer and each of the Subsidiary Guarantors, as applicable, shall cause an annual report if furnished by it to stockholders generally and each quarterly or quarterly reports, other financial report if furnished by it to stockholders generally to be delivered to filed with the Trustee and mailed to the HoldersSecurityholders at their addresses appearing in the register of Securities maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as any Each Issuer and each of the Securities remain outstanding, the Company will make available Subsidiary Guarantors shall provide to any prospective purchaser of Securityholder any information reasonably requested by such Securityholder concerning the Securities Issuers and the Subsidiary Guarantors (including financial statements) necessary in order to permit such Securityholder to sell or beneficial owner of the transfer Securities in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide furnish to the Trustee and the Holders Securityholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the foregoing, times specified for the Company shall be deemed to have delivered filings of such information and reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Acttime, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the periodic reporting requirements of the Exchange Act. (d) Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such reports, information and documents materials to the Trustee is for informational purposes only only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of any information contained therein or determinable from information contained thereinthe contents thereof., including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permittednext sentence), and provide the Trustee and the Holders with with, such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingAct and applicable to a U.S. corporation subject to such Sections, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to be so filed and provided at the Exchange Acttimes specified for the filings of such reports under such Sections and containing all the information, the Company (audit reports and exhibits required for such reports. If, at its own expense) shall cause its consolidated financial statementsany time, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the periodic reporting requirements of the Exchange Act. (d) Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s 's Certificates). The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file such reports with the SEC. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial information required by this paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's 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. In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of Section 314(a) of the TIA.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC and provide the Trustee and Holders of the Notes: (1) all informationquarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, documents including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (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 thereon by the Company's certified independent accountants; and (2) all current reports that would be required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, on Form 8-K if the Company shall be deemed were required to have delivered file such information and reports with respect to any period for which it has posted such information or reports on its website reports, in each case within the time periods specified in this Section 4.10the SEC's rules and regulations. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144(d)(4) under the Securities Act.

SEC Reports. (a) The Company promptly will deliver file with the SEC all information, documents and reports to be filed with the TrusteeSEC pursuant to Section 13 or 15(d) of the Exchange Act, but in any event no later than whether or not the Company is subject to such filing requirements so long as the SEC will accept such filings. The Company (at its own expense) will file with the Trustee within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this provisions of TIA Section 4.10314(a). The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to its stockholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC. (c) The Company will, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual 3. Any documents or reports and of the information, documents and other reports, if any, which that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act shall be filed by the Company may with the Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). (a) Whether or not remain the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall, within 30 days after each of the respective dates by which the Company would have been required to file with annual reports or quarterly reports if the SEC Company were so subject, furnish to the Trustee %4. all information, documents and reports financial statements that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and a report on the annual financial statements by the Company’s independent registered public accounting firm and %4. after the end of each of the first three fiscal quarters of each fiscal year, all financial statements that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC. Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to this ‎Section 2.16(b), the Company shall also post copies of such information required by this ‎Section 2.16(b) on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders of the Notes. (b) Notwithstanding anything to the contrary set forth above, if the Company or any parent entity of the Company has furnished to the Holders of the Notes and the Trustee or filed with the SEC the reports described above with respect to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) Company or any parent entity of the Exchange Act. Notwithstanding the foregoingCompany, the Company shall be deemed to have delivered such be in compliance with the requirements set forth in Sections ‎2.16(a) and ‎2.16(b); provided that, if the financial information and reports with respect so furnished relates to any period for which it has posted parent entity of the Company, the same is accompanied by consolidating information, that explains in reasonable detail the differences between the information relating to such parent entity, on the one hand, and the information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever relating to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to on a standalone basis, on the Exchange Actother hand. For the avoidance of doubt, the Company (at its own expense) shall cause its consolidated financial statements, comparable consolidating information referred to those which would have been required to appear in annual or quarterly reports, to the proviso in the preceding sentence need not be delivered to the Trustee and the Holdersaudited. (c) For so long as any purposes of the Securities remain outstandingthis Section 2.16, the Company will make available be deemed to any prospective purchaser have furnished the reports to the Trustee and the Holders of the Securities or beneficial owner of the Securities in connection with any sale thereof the information Notes as required by Rule 144A(d)(4this Section 2.16 and satisfied the requirement in the last sentence of Section 2.16(b) under if it has filed such reports with the Securities Act during any period when SEC via the Company is not subject to Section 13 ▇▇▇▇▇ filing system or 15(d) under the Exchange Act. (d) such reports are publicly available. 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 Officer’s Certificates). (d) Notwithstanding anything to the contrary contained herein, if not filed with the SEC but made publicly available to the Trustee and the Holders of the Notes in the event that the Company or the parent is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, %4. such information will not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC and %4. such information will not be required to contain the separate financial information for Subsidiaries whose securities are pledged to secure the notes as contemplated by Rule 3-16 of Regulation S-X or any financial statements of unconsolidated Subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions. (e) Notwithstanding anything to the contrary in ‎Section 2.13, to the extent that the Company elects, pursuant to ‎‎Section 2.16(g), the sole remedy available to the Holders of the Notes or to the Trustee on their behalf for an Event of Default relating to the Company’s failure to comply with its obligations in ‎Section 2.16(a) and ‎2.16(b), shall, after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the 120-day period beginning on, and including, the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; provided, however, that in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of the Notes for any failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K). (f) If the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 181st day), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. This ‎Section 2.16(g) shall not affect the rights of Holders of the Notes in the event of the occurrence of any Event of Default unrelated to this ‎Section 2.16. In the event that the Company does not elect to pay the additional interest following an Event of Default in accordance with this ‎Section 2.16(g), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. (g) In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders of the Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 7.02 of the Base Indenture.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (to the extent permitted, the SEC will accept such filings) and provide the Trustee and the Holders Noteholders with such annual reports and such information, documents documents, certifications and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such information, documents, certifications and other reports to be so filed and provided at the times specified for the filings of such information, documents, certifications and reports under such Sections. Notwithstanding the foregoing, the Company shall may satisfy such requirements prior to the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement by posting on the Company Website and making freely accessible the same information as would be deemed required to have delivered such information be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and reports will include a representation that the Company has received a review report of the Company's then current independent auditors as contemplated by Statement on Auditing Standards No. 100 of the American Institute of Certified Public Accountants, Inc. with respect to any period for interim financial information so posted on the Company Website; PROVIDED, that the Company may (A) redact those portions of any exhibits that are required to be posted pursuant hereto with respect to which it has posted the Company expects to request confidential treatment in connection with the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement, (B) omit such information or reports on its website within as the time periods specified Company believes in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless good faith is not applicable as a result of whether the fact that the Company is not actually filing reports with the SEC and is otherwise immaterial and (C) change the form of certificate that would otherwise be required pursuant to furnish 18 U.S.C. Section 1350 as a result of the preceding clauses (A) and (B). In such reports to its stockholders event, notwithstanding the time of filing that would otherwise be required pursuant to the Exchange Actfirst sentence of this Section 4.02, the Company (at its own expense) shall cause its consolidated financial statementspost quarterly information on the Company Website not later than 60 days after the end of the applicable quarterly reporting period. For purposes of this Section 4.02, comparable the term "COMPANY WEBSITE" means the collection of web pages that may be accessed on the World Wide Web using the URL address ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ or such other address as the Company may from time to those which would have been time designate in writing to the Trustee. In addition, the Company shall furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during so long as any period when the Company is Notes are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesTIA Section 314(a).

SEC Reports. (a) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 days Trustee as soon as practicable after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section Sections 13 or 15(d) of the Exchange Act. Notwithstanding that The Company also shall comply with the other provisions of TIA ss. 314(a). (b) So long as any of the Securities remain Outstanding, the Company may not remain subject shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally, to be mailed to the reporting requirements Holders of Section 13 such Outstanding Securities at their addresses appearing in the Register. (c) At any time the Company does not have a class of securities registered, or 15(d) of is not otherwise required to file quarterly and other reports under the Exchange Act, the Company will file with the SEC all information, documents and reports required prepare or cause to be filed with prepared, for each of the SEC to first three (3) quarters of each fiscal year, an unaudited balance sheet of the extent permittedCompany and its consolidated Subsidiaries as at the end of such quarter and related unaudited consolidated statements of income and retained earnings and cash flow of the Company and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding year-to-date period in the previous year, certified by the principal financial officer of the Company, and provide the Trustee and the Holders with such annual reports and such informationfor each fiscal year, documents and other reports specified in Sections 13 and 15(d) an audited balance sheet of the Exchange Act. Notwithstanding Company and its consolidated Subsidiaries as at the foregoing, end of such year and related audited consolidated statements of income and retained earnings and cash flow of the Company shall and its consolidated Subsidiaries for such year, setting forth in comparative form the figures for the previous year, reported on without a qualification arising out of the scope of the audit, by the Company's independent public accountants. All financial statements will be deemed prepared by a nationally recognized auditing firm and will be prepared in accordance with generally accepted accounting principles, as in effect from time to have delivered such information time, consistently applied, except for changes with which the Company's independent public accountants concur and reports with respect except that quarterly statements may be subject to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10year-end adjustments. The Trustee Company will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless cause a copy of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated respective financial statements, comparable to those which would have been required to appear in annual or quarterly reports, statements to be delivered mailed to the Trustee and each of the Holders. (c) For so long as any Holders of the Securities remain outstanding, within forty-five (45) days after the Company will make available to any prospective purchaser close of each of the Securities or beneficial owner first three (3) quarters of each fiscal year and within one hundred twenty (120) days after the close of each fiscal year, to the addresses set forth in Section 11.2 or, in the case of each of the Securities Holders, to such Holder's address as set forth in connection with any sale thereof the information required by Rule 144A(d)(4) under Register of the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActSecurities. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly Issuers will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reports, if any, which reports to be filed with the Company is SEC pursuant to Section 13 or 15(d) of the Exchange Act whether or not the Issuers are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange ActAct unless the SEC does not permit such filing. Notwithstanding that The Issuers (at their own expense) will file with the Company Trustee within 15 days after they file them with the SEC, 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 SEC may not remain subject by rules and regulations prescribe) which the Issuers file with the SEC pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Company will file Issuers shall also comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(dprovisions of TIA (S) of the Exchange Act314(a). Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers' compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Issuers' expense, regardless of whether the Issuers are required to furnish such reports and other information referred to in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Issuers shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after they file them with the SEC. (c) The Issuers shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuers shall not be required to -------- ------- furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuers or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Issuers within the meaning of Rule 144 under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and Holders and prospective Holders (upon request in the Holders case of prospective Holders) within 15 days after it files them with such the SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to the Trustee, Holders and prospective investors (upon request in the case of prospective investors) within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (each as defined in the Registration Rights Agreement) by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. The Company also will comply with the other provisions of TIA ss. 314(a). In addition, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActHolders of the Securities and to prospective investors, upon the Company (at its own expense) shall cause its consolidated financial statementsrequests of such Holders, comparable to those which would have been any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file or furnish with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, (at a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its own expense) shall cause its consolidated financial statementsRestricted Subsidiaries. For purposes of this Section 4.18, comparable the Company and the Subsidiary Guarantors will be deemed to those which would have been required to appear in annual or quarterly reports, to be delivered furnished the reports to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 4.18 if they have filed or furnished such reports with the SEC via the E▇▇▇▇ (or successor or similar) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing system and such reports are publicly available. 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Holdings or the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, Holdings or the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Securities, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports Act with respect to any period for U.S. issuers within the time periods specified therein or in the relevant forms. In the event that Holdings or the Company, as the case may be, is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, Holdings or the Company, as the case may be, will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if Holdings or the Company, as the case may be, were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms, which it has posted requirement may be satisfied by posting such reports, documents and information or reports on its website within the time periods specified in by this Section 4.103.11. The Trustee will have no responsibility whatsoever financial information filed with the SEC or delivered to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders Holders pursuant to this Section 3.11 shall include consolidated financial statements for the Exchange ActCompany, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee Subsidiary Guarantors and the Holders. (c) For so long as any of Subsidiaries that are not Subsidiary Guarantors in the Securities remain outstanding, form prescribed by the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) SEC. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such documents 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 OfficerOfficers’ Certificates to the extent set forth in Sections 7.1 and 7.2). If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management’s Certificates)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 Unrestricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.11, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Securities as required by this Section 3.11 if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The filing requirements set forth above for the applicable period may be satisfied by the Company prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the exchange offer pursuant to the Registration Rights Agreement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s reporting obligations set forth in the first three paragraphs of this Section 3.11. In the event that any direct or indirect parent company of the Company becomes a guarantor of the Securities, the Company may satisfy its obligations under this Section 3.11 by furnishing financial information relating to such parent; provided that (x) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Subsidiary Guarantors and the Subsidiaries of the Company that are not Subsidiary Guarantors in the manner prescribed by the SEC and (y) such parent is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of the Company.

SEC Reports. (a) The Company promptly will deliver Prior to the Trustee, but in any event no later than 15 days after the filing of the same with exchange offer registration statement or the SEC, copies of shelf registration statement that the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required Issuers have agreed to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding Registration Agreement dated August 29, 2003, notwithstanding that the Company Issuers may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it would have been required to file them with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, all quarterly and annual financial statements that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, an audit report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the Company shall provide to the Trustee such financial statements and other information for the quarter ended June 30, 2003 on or before September 30, 2003. After the exchange offer registration statement or the shelf registration statement that the Issuers have agreed to file with the SEC all informationpursuant to the Registration Agreement dated August 29, documents and reports required 2003 has been filed, notwithstanding that the Issuers may not be subject to be filed the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC to (unless the extent permitted, SEC will not accept such a filing) and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files (or would be required to file) them with the Holders with such SEC, copies of the Company's annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingIn addition, following a public equity offering, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any , promptly upon their becoming available, copies of the Securities remain outstandingannual report to shareholders and any other information provided by Parent, Dex Media or the Company will make available to any prospective purchaser its public shareholders generally. The Company also shall comply with the other provisions of Section 314(a) of the Securities TIA. In the event that any financial statements or beneficial owner of the Securities in connection with any sale thereof the other information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents be provided to the Trustee is and Holders pursuant to this Section 4.02 are as of a date or for informational purposes only a period ending prior to the Acquisition Date, such reports shall reflect the historical business of Qwest Dex Holdings, Inc. and its subsidiary in each of 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 Dex West States (as to which defined in the Trustee is entitled to rely exclusively on Officer’s CertificatesOffering Memorandum).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file or furnish with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, or if the consolidated financial statements include the accounts of the Physician Groups, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, (at a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its own expenseRestricted Subsidiaries. The quarterly and annual financial information required by the preceding paragraph shall reflect the adjustments necessary to eliminate the accounts of any Unrestricted Subsidiary and any Physician Groups and Subsidiaries thereof (which may be in footnote form only) shall cause its from such consolidated financial statements. For purposes of this Section 4.18, comparable the Company and the Subsidiary Guarantors will be deemed to those which would have been required to appear in annual or quarterly reports, to be delivered furnished the reports to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 4.18 if they have filed or furnished such reports with the SEC via the ▇▇▇▇▇ (or successor or similar) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing system and such reports are publicly available. 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will must provide the Trustee and the Holders of the Notes, within 15 days after it is or would be required to file such reports with the SEC with (i) all informationquarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, documents including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to annual information only, a report thereon by the Company’s certified independent public accountants, and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. For the avoidance of doubt, such information and reports referred to in clauses (i) and (ii) above shall not be required to contain separate financial information for Guarantors or Subsidiaries whose securities are pledged to secure the notes that would be required under Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. (b) To the extent permitted, and provide permitted by the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered complied with this covenant, and shall be deemed to have provided such information documents to the Holders, to the extent the Company has filed or furnished documents and reports referred to in clauses (a)(i) and (ii) above with respect to the SEC via the ▇▇▇▇▇ system or any period for which it has posted such information or reports on its website successor electronic delivery procedures within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders4.04(a). (c) For so long as any of the Securities notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144, the Company will make available furnish to any prospective purchaser the holders of the Securities or beneficial owner of the Securities in connection with any sale thereof notes and prospective investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Compliance with the foregoing shall constitute delivery by the Company of such reports to the Trustee in compliance with this Section 4.04. The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.04 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 Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of Notes as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser of Default with respect thereto shall be deemed to have been cured unless the Securities or beneficial owner of the Securities in connection with any sale Notes thereof the information required by Rule 144A(d)(4) under the Securities Act during any period have been accelerated. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under the Exchange Act. (d) reports are publicly available and accessible electronically. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file shall provide to the Trustee, the Holders’ Representative and the registered Holders of the Securities, within 15 days of the time periods specified in the relevant forms: (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 Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; and (2) all information, documents and current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to the extent permitted, and provide the Trustee and the Holders with file such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) reports. For purposes of the Exchange Act. Notwithstanding the foregoingthis Section 3.2(a), the Company shall be deemed to have delivered provided the foregoing information to the Trustee and the registered Holders of the Securities as required by this Section 3.2(a) if (i) the Company has filed such information and reports with respect to the SEC via the ▇▇▇▇▇ filing system (or any period for which it successor system) and such reports are publicly available or (ii) the Company has posted such reports, documents and information or reports on its website within the time periods specified in by this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether covenant; provided, however, that, if not filed electronically with the SEC through ▇▇▇▇▇ (or any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Actsuccessor system), the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered provide one copy of the foregoing to the Trustee (which may be sent electronically) and the Holders. shall (cupon request) For so long as any provide additional copies of the Securities remain outstanding, the Company will make available foregoing to any Holder or prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Holder. 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 Officer’s Officers’ Certificates). The Trustee shall have no duty to search for or obtain any electronic or other filings that the Company makes with the SEC or posts on any website, regardless of whether such filings are periodic, supplemental or otherwise. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this paragraph, the Company and the Subsidiary Guarantors shall be deemed to have furnished the reports to the Holders of Securities as required by this paragraph if (i) it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available or (ii) it has posted such reports on its website. (b) In connection with the delivery of each of the quarterly and annual reports required by clause (a)(1) above, the Company shall include in each such report a statement that: (1) the Company is in compliance with each of the Minimum Unlevered Asset Pool Test, the Minimum Net Worth Test, the Consolidated Tangible Assets Test and the Minimum Liquidity Test as of the last day of the most recently completed fiscal quarter, in each case accompanied by reasonably detailed supporting calculations demonstrating such compliance; (2) no Default or Event of Default has occurred or if a Default or Event of Default has occurred, specify the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto; (3) all Asset Dispositions made under Section 3.10 in the prior fiscal quarter were in compliance with the requirements of Section 3.10; and (4) any Restricted Payments made in the immediately preceding quarter complied in all respects with the requirements described Section 3.19.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of Company is required to file the same with the SEC, after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that the Company is may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such sections, then the Company shall file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC and within 15 days after such information, documents or reports are due with respect to a non-accelerated filer and after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act, such information, documents or reports that 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 from time to time in such rules and regulations. Notwithstanding that the foregoing, (i) the Company may will be deemed to have furnished such information, documents or reports referred to above to the Trustee if the Company has filed such information, documents or reports with the SEC via the ▇▇▇▇▇ filing system (or any successor system) or, if at any time the Company is no longer subject to reporting under Section 13 or 15(d) of the Exchange Act and is not remain permitted to file such information, documents or reports with the SEC, if the Company posts such information, documents or reports on the Company’s publicly available website and (ii) if at any time the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file not be deemed to have failed to comply with any of its obligations under this Section 6(a) until 30 days after the SEC all date any information, documents and reports document or report hereunder is required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredTrustee. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder under the Indenture or this Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the ▇▇▇▇▇ filing system (or its successor) or postings to any website have occurred.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reports, if any, which the Company is required reports to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act and will provide the Company may not remain subject to Trustee and the reporting requirements Securityholders with copies of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all such information, documents and reports within 15 days of filing thereof with the SEC; provided that if the Company is not required to file such information, documents or reports with the SEC, it will nonetheless continue to furnish (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” if required by the SEC at such time and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and (ii) all current reports that would be required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, on Form 8-K if the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is were required to furnish file such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any Securityholders, in each case, within 15 days of the Securities remain outstanding, date on which filing with the SEC would have been required. The Company will make available to any prospective purchaser shall also comply with the provisions of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). (b) The Company will, upon request, provide to any Holder of Securities or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Securities in compliance with Rule 144 and Rule 144A under the Securities Act. (c) Following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.

SEC Reports. (a) So long as the Notes are outstanding, whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and the Guarantors shall file with the SEC (unless the SEC will not accept such filing) the annual reports, quarterly reports and other documents relating to the Company and its Restricted Subsidiaries that the Company would have been required to file with the SEC pursuant to Section 13 or 15(d) if the Company were subject to such reporting requirements. (b) The Company promptly will deliver and the Guarantors shall provide to the Holders and file with the Trustee, but in any event no later than within 15 days after the filing of the same it files them with the SEC, copies of the annual reports, quarterly and annual reports and other documents (or copies of such portions of any of the information, documents foregoing as the SEC may by rules and other reports, if any, which regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and the SEC will not accept such filing as is prescribed in Section 4.02(a), the Company and the Guarantors shall provide to the Holders and file with the Trustee, within 15 days after it would have been required or permitted, as the case may be, to file with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditor's report by a firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which the Company would have been required to include in such annual reports, quarterly reports and other documents relating to the Company and its Restricted Subsidiaries if the Company were subject to the requirements of Section 13 or 15(d) of the Exchange Act. Subsequent to the qualification of this Indenture under the TIA, the Company also shall comply with the provisions of section 314(a) of the TIA. (c) If the Company is required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company shall cause any annual report furnished to its stockholders generally and any quarterly or other financial reports it furnishes to its stockholders generally to be filed with the Trustee, and the Company shall mail such reports to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. If the Company is not required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company shall cause its financial statements referred to in Section 4.02(a), including any notes thereto (and with respect to annual reports, an auditors' report by a firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be so mailed to the Holders within 120 days after the end of each of the Company's fiscal years and within 60 days after the end of each of the first three fiscal quarters of each year. The Company shall cause to be disclosed in a statement accompanying any annual report or comparable information as of the date of the most recent financial statements in each such report or comparable information the amount available for payments pursuant to Section 4.05. (d) If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities Notes remain outstanding, the Company will make available shall furnish to any the Holders, securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (aA) The Company promptly will shall deliver to the Trustee, but in any event no later than 15 days after the filing of the same time such report is required to be filed with the SECCommission pursuant to the Exchange Act (including, copies without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of the quarterly and annual reports and of the information, documents and other reports, if any, which each report the Company is required to file with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the Commission; provided further, each such report will be deemed to be so delivered to the Trustee if the Company files such report with the Commission through the Commission’s E▇▇▇▇ database no later than the time such report is required to be filed with the Commission pursuant to the Exchange Act (including, without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act). In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company will shall continue to provide the Trustee and, upon request, any Holder, within the time period that the Company would have been required to file such reports with the SEC all informationCommission (including, documents without limitation, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), annual and quarterly consolidated financial statements substantially equivalent to financial statements that would have been included in reports required to be filed with the SEC Commission if the Company were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections reporting requirements of Section 13 and or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports including, with respect to any period for annual information only, a report thereon by the Company’s certified independent public accountants as such would be required in such reports filed with the Commission and, in each case, together with a management’s discussion and analysis of financial condition and results of operations which it has posted such information or reports on its website within the time periods specified in this Section 4.10would be so required. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless Company also shall comply with the other provisions of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Trust Indenture Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof 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 Officer’s an Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide furnish to the Trustee and the Holders Securityholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act and applicable to a U.S. Person subject to such Sections, such reports to be so filed and provided at the foregoing, times specified for the Company shall be deemed to have delivered filings of such information and reports with respect to a non-accelerated filer under such Sections 13 and 15(d) and containing all the information, audit reports and exhibits required for such reports. If at any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Acttime, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the periodic reporting requirements of the Exchange Act. (d) Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required with respect to a non-accelerated filer unless the SEC shall not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on the Company’s website within the time periods with respect to a non-accelerated filer that would apply if the Company was required to file those reports with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then, unless the operations, assets, liabilities and cash flows of the Unrestricted Subsidiaries are, in aggregate, immaterial, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC website or the Company’s website shall be deemed to satisfy the foregoing obligation to deliver reports to Holders and availability of the foregoing materials on the SEC website shall be deemed to satisfy the foregoing obligation to deliver reports to the Trustee. Delivery of such reports, information and documents materials to the Trustee is for informational purposes only only, and the Trustee’s receipt of such materials shall not constitute notice or constructive notice to the Trustee of any information contained therein or determinable from information contained thereinthe contents thereof, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and for so long as any Securities remain outstanding, the Company will furnish to the Holders and to prospective investors, in each case upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. Any failure to comply with this Section 4.02 shall be automatically cured when the Company files with the SEC and furnishes to the Trustee and Securityholders all required reports; provided that such cure shall not otherwise affect the rights of the Securityholders under Section 6.01 hereof if the principal of and accrued but unpaid interest on the Securities have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with or furnish to the SEC all informationSEC, documents and reports required furnish to be filed the Trustee and, upon request, Holders and prospective investors in the Notes, within 15 days after it files them with the SEC to the extent permittedSEC, and provide the Trustee copies of its annual report and the Holders with such annual reports and such information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act (as if the Company had been a reporting company under Sections 13 and 15(d) of the Exchange Act). In addition, the Company shall furnish to the Trustee and, upon request, Holders, promptly upon their becoming available, copies of the annual report to shareholders and any other information provided by the Company to its public shareholders generally. In addition, to the extent not satisfied by this Section 4.02(a), the Company shall furnish to Holders and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (as in effect on the Issue Date). (b) Notwithstanding Section 4.02(a), if the foregoingCompany has filed or furnished the reports and information referred to in Section 4.02(a) with the SEC via mail or the ▇▇▇▇▇ filing system (or any successor thereto) and such reports and information are publicly available, then the Company shall be deemed to have delivered such information provided and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish furnished such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered and information to the Trustee and the HoldersHolders in satisfaction of the requirement to “furnish” such applicable reports or information as referred to in Section 4.02(a). (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee hereunder is for informational purposes only and the Trustee’s receipt of such shall reports, information and documents does 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 under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesCertificates delivered pursuant to this Indenture). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with its covenants under this Indenture or with respect to any reports or other documents posted to the Company’s website or filed or furnished by the Company with the SEC or the ▇▇▇▇▇ filing system (or any successor thereto). (d) All such reports and information shall be prepared in all material respects in accordance with all of the rules and regulations of the SEC applicable to such reports, except that such reports (i) shall not be required to include separate financial information that would be required by Rules 3-09, 3-10 and 3-16 of Regulation S-X promulgated by the SEC and (ii) shall not be subject to the TIA. If any direct or indirect parent company of the Company that owns, directly or indirectly, 100.0% of the outstanding Capital Stock of the Company, guarantees the Notes on terms substantially similar to those applicable to Subsidiary Guarantees and files reports with the SEC in accordance with Section 13 or 15(d) of the Exchange Act, whether voluntarily or otherwise, in compliance with Section 4.02(a), then the Company shall be deemed to comply with this covenant; provided, however, that such reports are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, (i) such reports need not include separate financial information required by Rules 3-09, 3-10 and 3-16 of Regulation S-X promulgated by the SEC and (ii) the consolidating information referred to in the proviso to the preceding sentence need not be audited or reviewed by auditors. Notwithstanding anything herein to the contrary, failure to comply with this covenant shall be automatically cured when the Company or its direct or indirect parent company provides all required reports to the Holders or files all required reports with the SEC.

SEC Reports. (a) 3.3.1 The Company promptly will shall deliver to the Trustee, but in any event no later than 15 fifteen (15) days after the filing of the same date such report is required to be filed with the SECSEC pursuant to the Exchange Act (after giving effect, to the extent applicable, any extension permitted by Rule 12b-25 under the Exchange Act), a copy of each report (or copies of such portions of such report as the quarterly SEC may from time to time by rules and annual reports and of the information, documents and other reports, if any, which regulations prescribe) the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding ; provided, however, that the Company may shall not remain be required to deliver to the Trustee any material for which the Company has sought and received confidential treatment by the SEC; provided further, each such report will be deemed to be so delivered to the Trustee at the time such report is filed with the SEC through the SEC’s ▇▇▇▇▇ database. 3.3.2 If the Company is, at any time while any Securities are outstanding, no longer subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, then the Company shall continue to provide to the Trustee (and, unless the SEC will not accept such filing, file with the SEC all informationin accordance with rules and regulations prescribed from time to time by the SEC) and, documents and reports required upon request, to be filed with each Holder, no later than the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, date the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to file the Trustee and same with the Holders. (c) For so long as any of the Securities remain outstandingSEC, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when reports the Company is not subject would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect, to the extent it would have been applicable, any extension permitted by Rule 12b-25 under the Exchange Act. (d) if the Company had securities listed and registered on a national securities exchange and were subject to the reporting requirements of such sections. The Company shall also deliver to the Trustee copies of the Company’s annual report to stockholders, containing audited financial statements, and any other financial reports which the Company furnishes to its stockholders. The Company also shall comply with the other provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such thereof 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 Officer’s CertificatesOfficers’ Certificates including without limitation the certificate provided in Section 3.4 below).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 For so long as the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (subject to the next sentence), and provide to the Trustee and Holders of the Notes, within the time periods applicable to non-accelerated filers: (1) all information, documents quarterly and annual reports required to be filed with the SEC on Forms 10-Q and 10-K; and (2) all current reports required to be filed with the SEC on Form 8-K. (b) If, at any time, the Company is not subject to the extent permittedreporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company may, in lieu of filing with the SEC, post the substance of the reports specified in paragraph (a) above on its website or on a password protected site maintained by the Company or a third party (which may be password protected to which access will be given to securities analysts, Holders and prospective purchasers of the Notes (which prospective purchasers may be limited to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company and who acknowledge the confidentiality of the information posted), and provide such information to the Trustee, in each case within the time periods for non-accelerated filers that would apply if the Company were required to file those reports with the SEC; provided that, if the separation and distribution have not occurred on or prior to the date 90 days after the end of the relevant fiscal quarter or 120 days after the end of the relevant fiscal year, the Company may provide the information required above with respect to such fiscal quarter or fiscal year by means of an amendment to the Form 10. (c) Notwithstanding anything to the contrary in this Section 4.2, the Company shall not be required to file, post, or provide to the Trustee, the separate financial statements or condensed consolidating financial information required by Rule 3-09, 3-10 or 3-16 of Regulation S-X. (d) For the avoidance of doubt, prior to the Distribution Date (and for all periods prior to the Distribution Date), any report delivered pursuant to the requirements of this Section 4.2 shall include only the financial results of the Company included in the Form 10. (e) For purposes of this Section 4.2, the Company will be deemed to have provided a required report to the Trustee and the Holders if it has filed such report with such annual reports and such informationthe SEC via the ▇▇▇▇▇ filing system (or any successor system). (f) In addition, documents and other reports specified in Sections at any time when the Company is not subject to the reporting requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available furnish to any prospective purchaser the Holders of the Securities or beneficial owner Notes and to prospective investors, upon the requests of the Securities in connection with such holders, any sale thereof the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Notes are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (dg) Delivery Notwithstanding the foregoing provisions of such reportsthis Section 4.2, in the event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company shall be permitted to satisfy its obligations pursuant to this Section 4.2 with respect to financial information and documents relating to the Trustee is for informational purposes only and Company by furnishing or filing the Trustee’s receipt of required financial information relating to such shall direct or indirect parent company. (h) Notwithstanding anything herein to the contrary, the Company will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance be deemed to have failed to comply with any of its covenants obligations under this Section 4.2 for purposes of Section 6.1(a)(4) until 120 days after the date any report hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)due.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA § 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company’s fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder’s request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 4.02. Delivery of such reports, information and documents to the Trustee 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 Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA § 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company’s fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder’s request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee 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 Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports make available to the Trustee and noteholders within 15 days after the Company would be required to be filed file with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections; provided, however, that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to the Trustee and noteholders within 15 days after the time the Company would be required to file such information with the SEC if it were a U.S. corporation subject to Sections 13 or 15(d) of the Exchange Act. Notwithstanding , provided, further, that in no event shall such reports be required to contain the foregoingseparate financial information contemplated by Rule 3-10 or Rule 3-16 under Regulation S-X promulgated by the SEC (or any successor provision); provided, further, that the Company shall be deemed permitted to have delivered such information and reports comply with respect to any period paragraph (a)(1) of Item 402 of Regulation S-K for which so long as it has posted such information or reports on retains its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredstatus as a foreign private issuer. (b) Regardless of whether the Company is required The Trustee shall have no responsibility to furnish ensure that such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) filing has occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s its 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 the covenants hereunder under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished such reports referred to in this section to the Trustee and the noteholders if either the Company or any of its direct or indirect parent companies that provides a Guarantee of the Notes has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. (c) In the event any direct or indirect parent company of the Company provides a guarantee of the Notes, the Company may satisfy its obligations under this covenant by providing consolidated financial information relating to such parent.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA 'SS' 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder's request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 3.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s '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 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. So long as any Notes are outstanding: (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that following the Issue Date the Company may not be required to be or remain subject to the reporting requirements of Section 13 13(a) or 15(d) of the Exchange Act, the Company will file with the SEC all information(unless such filing is not permitted under the Exchange Act or by the SEC), documents and reports required to be filed with so long as the SEC to Notes are outstanding, the extent permittedannual reports, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 that the Company is required to file with the SEC pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject, within 15 days after the date on which the Company was so required to file or would be so required to file if the Company were so subject to SEC reporting requirements as a non-accelerated filer. (b) At any time (the date thereof, the “Termination Date”) as the Company is not required to be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and the Company is not permitted by the Exchange Act or the SEC to file with the SEC the annual reports, information, documents and other reports that it would be required to file if it were subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall furnish to the Trustee: (i) within 105 days following the end of each fiscal year of the Company (or such longer period as may be deemed permitted by the SEC if the Company were then subject to have delivered SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal year of the Company ended after the Termination Date, the consolidated financial statements of the Company for such information year prepared in accordance with GAAP, together with a report thereon by the Company’s independent auditors, and reports a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in an Annual Report on Form 10-K (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any period separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for which it has posted such information the Company, any Issuer, any Subsidiary Guarantor or reports on its website within any other affiliate of the time periods specified Company and (y) the consolidated financial statements of the Company or any similar reference shall, in this Section 4.10. The Trustee will have no responsibility whatsoever each case, include each variable interest entity that the Company would otherwise be required to determine whether any such filing or submission has occurred.consolidate under GAAP; (bii) Regardless within 60 days after the end of whether each of the first three fiscal quarters of the Company in each fiscal year of the Company (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer), beginning with the first fiscal quarter of the Company ended after the Termination Date, the condensed consolidated financial statements of the Company for such quarter prepared in accordance with GAAP, together with a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in a Quarterly Report on Form 10-Q (as in effect on the Issue Date) filed with the SEC by the Company (if the Company were required to prepare and file such form); it being understood that (x) the Company shall not be required to include any separate consolidating financial information with respect to the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company, or any separate financial statements or information for the Company, any Issuer, any Subsidiary Guarantor or any other affiliate of the Company and (y) the consolidated financial statements of the Company or any similar reference shall, in each case, include each variable interest entity that the Company is required to furnish such reports to its stockholders pursuant consolidate under GAAP; and (iii) information substantially similar to the Exchange Act, information that would be required to be included in a Current Report on Form 8-K (as in effect on the Issue Date) filed with the SEC by the Company (at its own expenseif the Company were required to prepare and file such form) shall cause its consolidated pursuant to Item 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets) or 5.01 (Changes in Control of Registrant) of such form (and in any event excluding, for the avoidance of doubt, the financial statements, comparable to those which pro forma financial information and exhibits, if any, that would be required by Item 9.01 (Financial Statements and Exhibits) of such form), within 15 days after the date of filing that would have been required for a current report on Form 8-K. In addition, to appear the extent not satisfied by the foregoing, for so long as the Notes remain subject to this paragraph (b), the Company will furnish to Holders thereof and prospective investors in annual or quarterly reportssuch Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) (as in effect on the Trustee Issue Date). In connection with this covenant, it being understood that the Company shall not be required to (a) comply with Section 302, Section 404 and Section 906 of the HoldersSarbanes Oxley Act of 2002, as amended, or related items 307, 308 and 308T of Regulation S-K under the Securities Act and (b) comply with Rule 3-10 and Rule 3-16 of Regulation S-X under the Securities Act. (c) For so long Substantially concurrently with the furnishing or making available to the Trustee of the information specified in paragraph (b) above pursuant thereto, the Company shall also (1) use its commercially reasonable efforts (i) to post copies of such reports on such website as any may be then maintained by the Company, or (ii) to post copies of such reports on a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities remain outstandingAct that certify their status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing research and analysis of investment in the Notes to investors and prospective investors therein) and market-making financial institutions reasonably satisfactory to the Company, or (iii) otherwise to provide substantially comparable availability of such reports (as determined by the Company will in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability), or (2) to the extent the Company determines in good faith that it cannot make such reports available in the manner described in the preceding clause (1) after the use of its commercially reasonable efforts, furnish such reports to any prospective purchaser the Holders of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNotes, upon their request. (d) Delivery If, at any time, any audited or reviewed financial statements or information required to be included in any such statement or filing pursuant to paragraph (a) or (b) above are not reasonably available on a timely basis as a result of the Company’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Company may, in lieu of making such filing or transmitting or making available the financial statements or information, documents and reports so required to be filed, transmitted or made available, as the case may be, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (i) the Company shall in any event be required to make such filing and so transmit or make available, as applicable, such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this paragraph (such initial date, the “Reporting Date”) and (ii) if the Company makes such an election and such filing has not been made, or such information, documents and reports have not been transmitted or made available, as the case may be, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, or such information, documents and reports have been transmitted or made available, as the case may be, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in liquidated damages shall be payable for any period regardless of the number of such elections by the Company). The Trustee shall have no independent responsibility to determine if liquidated damages are due or the amount of any such liquidated damages. The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent, in the case of paragraph (a), is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act and has filed reports required under Section 13(a) or 15(d) of the Exchange Act with the SEC via the ▇▇▇▇▇ (or successor) filing system and such reports are publicly available or in the case of paragraph (b), furnishes or makes available information regarding such Parent of the type otherwise required with respect to the Company under such paragraph (b). Subject to Article VII, delivery of reports, information and documents to the Trustee under this Section 405 is for informational purposes only and the Trustee’s receipt (or constructive receipt) of such the foregoing 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 an Officer’s CertificatesCertificate). Subject to Article VII, the Trustee is not obligated to confirm that the Company has complied with its obligations contained in this Section 405 to file such reports with the SEC or post such reports and information on its website.

SEC Reports. (a) The Company promptly will deliver to So long as the Trustee, but in any event no later than 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 reportsNotes are outstanding, if any, which the Company is required to file annual or quarterly reports with the SEC pursuant to under Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall file with the SEC and shall file with the Trustee within 15 days after it files them with the SEC copies of the quarterly and annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) required to be filed pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, the Company shall cause an annual report, if furnished by it to its stockholders generally and each quarterly or other financial report if furnished by it to its stockholders generally to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) If the Company is not required to file annual or quarterly reports with the SEC under Section 13 or 15(d) of the Exchange Act for any fiscal period ending after the Issue Date, the Company shall cause its consolidated financial statements, including any notes thereto (and, in the case of a fiscal year end, an auditor's report by an accounting firm of nationally established reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" comparable to those that which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) reports filed under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under of the Exchange ActAct if the Company had a class of securities listed on a national securities exchange, to be so filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 100 days after the end of each fiscal year and within 50 days after the end of each of the Company's first three fiscal quarters in each fiscal year. (d) Delivery of such reports, information and documents The Company shall provide to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any Holder any information contained therein reasonably requested by such Holder concerning the Company (including financial statements) necessary in order to permit such Holder to sell or determinable from information contained therein, including the Company’s transfer Notes in compliance with any of its covenants hereunder (as to which Rule 144A under the Trustee is entitled to rely exclusively on Officer’s Certificates)Securities Act.

SEC Reports. (a) The Company promptly will deliver to the TrusteeAny documents, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and or other reports, if any, which information that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act shall be filed by the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the extent permittedExchange Act). The Company shall otherwise comply with the requirements of Section 314(a) of the Trust Indenture Act. Documents, and provide reports or other information filed by the Company with the SEC via ▇▇▇▇▇ shall be deemed to be filed with the Trustee and as of the Holders with time such annual documents, reports and or other information are filed via ▇▇▇▇▇. The Trustee does not have the duty to review such information, documents and other reports specified in Sections 13 and 15(d) or reports, is not considered to have notice of the Exchange Act. Notwithstanding the foregoingcontent of such information, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information documents or reports on its website within or any defaults or Events of Default discernable therefrom and does not have a duty to verify the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any accuracy of such filing information, documents or submission has occurredreports. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (c) Notwithstanding anything to the contrary in Section 2.12, to the extent that the Company elects, pursuant to Section 2.15(e), the sole remedy available to the Holders of a series of Notes or to the Trustee on their behalf for an Event of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) the Company’s failure to comply with its obligations in Section 2.15(a), shall, after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on such series of Notes at a rate equal to: (i) 0.25% per annum of the principal amount of such series of Notes outstanding for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; and (ii) 0.50% per annum of the principal amount of such series of Notes outstanding for each day during the 120-day period beginning on, and including, the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; provided, however, that in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of such series of Notes for any failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K). (d) If the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable on such series of Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 181st day), the related series of Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. This Section 2.15(d) shall not affect the rights of Holders of such series of Notes in the event of the occurrence of any Event of Default unrelated to this Section 2.15. In the event that the Company does not elect to pay the additional interest following an Event of Default in accordance with this Section 2.15(d), such series of Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. (e) In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders of related series of Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, such series of Notes shall be immediately subject to acceleration as provided in Section 7.02 of the Base Indenture.

SEC Reports. (a) The Company promptly will deliver Notwithstanding that the Parent may not remain subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements 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 Company is required to file with the SEC pursuant to Section 13 13(a) or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Parent, (or the Company in the event the Company is no longer a Subsidiary of the Parent) will file with the SEC, and make available to the Trustee and the registered holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. Notwithstanding In the event that the Parent (or the Company may in the event the Company is no longer a Subsidiary of the Parent) is not remain permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Parent (or the Company in the event the Company is no longer a Subsidiary of the Parent) will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Notes as if the Parent (or the Company in the event the Company is no longer a Subsidiary of the Parent) were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified in therein. The financial information filed with the SEC or delivered to holders pursuant to this Section 4.103.2 shall include consolidating financial statements for the Parent, the Company, the Subsidiary Guarantors and Subsidiaries that are not Subsidiary Guarantors in the form prescribed by the SEC. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless Company shall also comply with the other provisions of whether TIA Section 314(a). If the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as has designated any of its Subsidiaries that would be considered either individually or taken together as a Significant Subsidiary as Unrestricted Subsidiaries, then the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the quarterly and annual financial information required by Rule 144A(d)(4) under the Securities Act during any period when preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements of the financial condition and results of operations of the Company is not subject to Section 13 or 15(d) under and its Restricted Subsidiaries separate from the Exchange Actfinancial condition and results of operations of the Unrestricted Subsidiaries. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly Issuers will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reportsreports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, if anyin the case of the Company, which whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that , and in the Company may not remain case of Capital, only to the extent subject to such filing requirements. The Issuers (at their own expense) will file with the reporting requirements Trustee within 15 days after they file them with the SEC, 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 SEC may by rules and regulations prescribe) which the Issuers file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Company will file Issuers shall also comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(dprovisions of TIA (S) of the Exchange Act314(a). Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers' compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Issuers' expense, regardless of whether the Issuers are required to furnish such reports and other information referred to in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after they file them with the SEC. (c) The Issuers shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuers shall not be required to -------- ------- furnish such information in connection with any request made on or after the date which is three years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuers or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Issuers within the meaning of Rule 144 under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Securities, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified in this Section 4.10therein. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered nevertheless make available such Exchange Act information to the Trustee and the Holders. (c) For so long as any Holders of the Securities remain outstanding, as if the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act. Act within the time periods specified therein. In addition, if at any time Holdings (d1) Delivery Guarantees the obligations and liabilities of the Company hereunder (there being no obligation of Holdings to do so), (2) holds no material assets other than cash, Cash Equivalents, the Capital Stock of Argo Tracker Corporation, a wholly owned subsidiary of Holdings, and the Capital Stock of the Company or of any direct or indirect parent entity of the Company that only engages in similar activities (and performs the related incidental activities associated with such ownership) and (3) complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, documents and information and documents required to be furnished to the Trustee is for informational purposes only and the Trustee’s receipt registered Holders of such shall not constitute constructive notice the Securities pursuant to this covenant may, at the option of any information contained therein or determinable from information contained therein, including the Company’s compliance with , be furnished by and be those of Holdings rather than the Company. If the Company has designated any of its covenants hereunder (Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to which the Trustee is entitled to rely exclusively on Officerfinancial statements and in Management’s Certificates)Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent not prohibited by the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports Act with respect to any period for which it has posted such information or reports on its website U.S. issuers within the time periods specified therein or in this Section 4.10the relevant forms with respect to an accelerated filer. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will nevertheless make available such Exchange Act information to the Trustee and the Holders. (c) For so long as any holders of the Securities remain outstanding, as if the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act. (d) Act within the time periods specified therein or in the relevant forms with respect to an accelerated filer. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements, and in Management’s Discussion and Analysis of Results of Operations and Financial Condition of the financial condition and results of operations of the Company and its Restricted Subsidiaries. Delivery of such the foregoing reports, information and documents to the Trustee and any other material 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Holders. (cCompany were subject to the reporting requirements of Section 13 or 15(d) For so long as of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Securities remain outstandingquarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, (a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors will make available to any the Holders and to prospective purchaser investors, upon the request of the Securities or beneficial owner of the Securities in connection with any sale thereof such Holders, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Notes are not freely transferable under the Securities Act. For purposes of this Section 4.18, the Company is not subject and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of the Notes as required by this Section 13 or 15(d) under 4.18 if they have filed such reports with the Exchange Act. (d) SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual Any documents or reports and of the information, documents and other reports, if any, which that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act shall be filed by the Company may with the Trustee within 15 days after the same are required to be filed with the SEC (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). (a) Whether or not remain the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall, within 30 days after each of the respective dates by which the Company would have been required to file with annual reports or quarterly reports if the SEC Company were so subject, furnish to the Trustee (i) all information, documents and reports financial statements that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed with the SEC, a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and a report on the annual financial statements by the Company’s independent registered public accounting firm and (ii) after the end of each of the first three fiscal quarters of each fiscal year, all financial statements that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed with the SEC. Substantially concurrently with the furnishing or making such information available to the Trustee pursuant to this Section 2.16(b), the Company shall also post copies of such information required by this Section 2.16(b) on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders of the Notes. (b) Notwithstanding anything to the contrary set forth above, if the Company or any parent entity of the Company has furnished to the Holders of the Notes and the Trustee or filed with the SEC the reports described above with respect to the extent permittedCompany or any parent entity of the Company, the Company shall be deemed to be in compliance with the requirements set forth in Sections 2.16(a) and 2.16(b); provided that, if the financial information so furnished relates to any parent entity of the Company, the same is accompanied by consolidating information, that explains in reasonable detail the differences between the information relating to such parent entity, on the one hand, and provide the Trustee and information relating to the Holders with such annual reports and such informationCompany on a standalone basis, documents and on the other reports specified hand. For the avoidance of doubt, the consolidating information referred to in Sections 13 and 15(dthe proviso in the preceding sentence need not be audited. (c) For purposes of the Exchange Act. Notwithstanding the foregoingthis Section 2.16, the Company shall be deemed to have delivered such information and furnished the reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long Holders of Notes as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4this Section 2.16 and satisfied the requirement in the last sentence of Section 2.16(b) under if it has filed such reports with the Securities Act during any period when SEC via the Company is not subject to Section 13 ▇▇▇▇▇ filing system or 15(d) under the Exchange Act. (d) such reports are publicly available. 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 Officer’s Certificates). (d) Notwithstanding anything to the contrary contained herein, if not filed with the SEC but made publicly available to the Trustee and the Holders of the Notes in the event that the Company or the parent is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (i) such information shall not be required to comply with Section 302 or Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC and (ii) such information shall not be required to contain the separate financial information for Subsidiaries whose securities are pledged to secure the notes as contemplated by Rule 3-16 of Regulation S-X or any financial statements of unconsolidated Subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions. (e) Notwithstanding anything to the contrary in Section 2.13, to the extent that the Company elects, pursuant to Section 2.16(g), the sole remedy available to the Holders of the Notes or to the Trustee on their behalf for an Event of Default relating to the Company’s failure to comply with its obligations in Section 2.16(a) and 2.16(b), shall, after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Notes at a rate equal to: (i) 0.25% per annum of the principal amount of the Notes outstanding for each day during the 60-day period beginning on, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; and (ii) 0.50% per annum of the principal amount of the Notes outstanding for each day during the 120-day period beginning on, and including, the 61st day following, and including, the occurrence of such an Event of Default during which such Event of Default is continuing; provided, however, that in no event shall such additional interest accrue at an annual rate in excess of 0.50% during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of the Notes for any failure to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K). (f) If the Company elects, additional interest shall be payable in the same manner and on the same dates as the stated interest payable on the Notes. On the 181st day after such Event of Default (if the Event of Default relating to the reporting obligations is not cured or waived prior to such 181st day), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. This Section 2.16(g) shall not affect the rights of Holders of the Notes in the event of the occurrence of any Event of Default unrelated to this Section 2.16. In the event that the Company does not elect to pay the additional interest following an Event of Default in accordance with this Section 2.16(g), the Notes shall be subject to acceleration as provided in Section 7.02 of the Base Indenture. (g) In order to elect to pay additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the Company’s failure to comply with the reporting obligations, the Company must notify, in writing, all Holders of the Notes and the Trustee and Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Notes shall be immediately subject to acceleration as provided in Section 7.02 of the Base Indenture.

SEC Reports. (a) The Upon consummation of the Exchange Offer and the issuance of the Exchange Notes, the Company promptly will deliver and each Subsidiary Guarantor (at its own expense) shall file with the Commission and shall furnish to the Notes Trustee, but in any event no later than and , upon request, each Noteholder, within 15 days after the filing of the same it files them with the SECCommission, copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required foregoing as the Commission may by rules and regulations prescribe) to file with the SEC be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act); PROVIDED, the Company will file with the SEC all informationHOWEVER, documents and reports required to be filed with the SEC that prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActNotes, the Company (at its own expense), will mail to the Notes Trustee and the Noteholders in accordance with paragraph (b) shall cause its consolidated financial statements, comparable to those which of this Section 4.03 substantially the same information that would have been required to appear in annual or quarterly reports, by the foregoing documents within 15 days of when any such document would otherwise have been required to be delivered filed with the Commission. Upon qualification of this Indenture under the TIA, the Company and each Subsidiary Guarantor shall also comply with the provisions of TIA Section 314(a). (b) At the Company's expense, the Company and each Subsidiary Guarantor, as applicable, shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Notes Trustee and mailed to the Trustee and Noteholders at their addresses appearing in the Holdersregister of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as The Company and each Subsidiary Guarantor shall provide to any Holder of the Securities remain outstanding, Initial Notes any information reasonably requested by such Holder concerning the Company will make available and each Subsidiary Guarantor (including financial statements) necessary in order to any prospective purchaser of the Securities permit such Holder to sell or beneficial owner of the Securities transfer Notes in connection compliance with any sale thereof the information required by Rule 144A(d)(4) 144A under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery If the Company instructs the Notes Trustee to distribute any of such reports, information and the documents described in Section 4.03(a) to the Noteholders, the Company shall provide the Notes Trustee is for informational purposes only and the Trustee’s receipt with a sufficient number of copies of all 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 Officer’s Certificates)documents.

SEC Reports. (a) The Company promptly will deliver to In accordance with the Trustee, but in any event no later than 15 days after the filing provisions of Section 314(a) of the same with the SECTrust Indenture Act, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which at any time that the Company is required to file periodic reports with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all informationTrustee, documents and reports required to be filed within 15 days after it files them with the SEC to Commission, copies of the extent permitted, and provide the Trustee and the Holders with such annual reports and such of the information, documents and other reports specified in Sections 13 and 15(d) (or copies of such portions of any of the Exchange Act. Notwithstanding foregoing as the foregoing, the Company shall be deemed to have delivered such information Commission may by rules and reports with respect to any period for regulations prescribe) which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to file with the Commission. The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act. In addition, at any time that the Company has a class of equity securities registered under the Exchange Act, the Company (at its own expense) shall cause its annual report to stockholders and any quarterly or other financial reports furnished by it to stockholders generally to be filed with the Trustee and mailed, no later than the date such materials are mailed or made available to the Company's stockholders, to the Holders at their addresses as set forth in the Security Register. (b) At any time that the Company does not have a class of securities registered under the Exchange Act, the Company shall furnish to the Trustee (who is hereby authorized and directed to furnish a copy thereof to any person requesting the same in writing) and shall mail (or cause to be mailed by the Trustee at the Company's expense) to each of the Holders at their addresses as set forth in the Security Register maintained by the Security Registrar within 60 days after the close of each of the first three quarters of each fiscal year and within 105 days after the close of each fiscal year consolidated balance sheets of the Company as of the end of each such quarter or fiscal year, as the case may be, and consolidated statements of income and changes in financial position of the Company for the period commencing at the end of the Company's previous fiscal year and ending with the end of such quarter or fiscal year, as the case may be, all such financial statements setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments) by a Responsible Officer of the Company as having been prepared in accordance with GAAP consistently applied, and, in the case of annual consolidated financial statements, comparable to those certified by independent public accountants of recognized standing and a discussion and analysis of the results of operations and financial condition of the Company and its subsidiaries for the periods presented, which would have been required to appear discussion and analysis shall be prepared by the management of the Company in annual or quarterly reports, to be delivered a manner responsive to the Trustee requirements of Item 303 (or any successor item or section) of Regulation S-K. All financial statements shall be prepared in accordance with GAAP consistently applied, except for changes with which the Company's independent public accountants concur and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not except that quarterly statements may be subject to Section 13 or 15(d) under the Exchange Actyear-end adjustments. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies and make available to the Trustee and the registered Holders of the quarterly and Securities, the annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified under Sections 13 and 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms. In the event that the Company is required not permitted to file such reports, documents and information with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that , the Company may not remain will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities as if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant form. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only 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 (hereunder. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to which the financial statements 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. In addition, the Company and the Subsidiary Guarantors have agreed that they will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.12, the Company and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee is entitled and the Holders of Securities as required by this Section 3.12 if the Company has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The filing requirements set forth above for the applicable period shall be deemed satisfied by the Company prior to rely exclusively on Officerthe commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the exchange offer registration statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Company’s Certificates)reporting obligations set forth in the first three paragraphs of this Section 3.12.

SEC Reports. (a) The Company promptly will shall deliver to the Trustee, but in any event no later than within 15 days after the filing of the same it files with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon registration, the Company may also shall use all reasonable efforts to comply with the other provisions of TIA Section 314(a). The Company shall timely comply (after giving effect to filings made pursuant to Rule 12b-25 under the Exchange Act) with its reporting and filing obligations under the applicable Federal securities law. If the Company is at any time not remain subject required to the reporting requirements of file annual or quarterly reports pursuant to Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all informationTrustee, documents and reports required to be filed with within 15 days after the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for last date on which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear make such a filing with the SEC, and will, upon request of a Holder, mail to such Holder (as soon as practical after receipt of such request) at his or her address as it appears on the register of Securities kept by the Registrar, audited annual financial statements prepared in annual or accordance with GAAP and unaudited quarterly reports, to financial statements. Such financial statements shall be delivered to the Trustee accompanied by a Management's Discussion and the Holders. (c) For so long as any Analysis of Financial Condition and Results of Operations of the Securities remain outstanding, Company for the Company will make available to any prospective purchaser period reported upon in substantially the form required under the rules and regulations of the Securities SEC, or beneficial owner any successor form of similar disclosure then required under the rules and regulations of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) SEC. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to Whether or not required by the Trustee, but in any event no later than 15 days after the filing rules and regulations of the same with the SEC, copies of so long as any Notes are outstanding, the Company will electronically file, within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act): (1) all quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and (2) all current reports that would be required to be filed with the extent permittedSEC on Form 8-K if the Company were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and provide the Trustee annual financial information required by clauses (a)(1) and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d(2) of this Section 4.03(a) shall include a reasonably detailed presentation, either on the Exchange Act. Notwithstanding face of the foregoingfinancial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (b) If the SEC will not accept the Company’s filings for any reason, the Company shall be deemed will post the reports referred to have delivered such information and reports with respect to any period for which it has posted such information or reports in Section 4.03(a) on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports with the SEC (after giving effect to its stockholders pursuant to any grace period provided by Rule 12b-25 under the Exchange Act, ). The Company shall not take any action for the Company (at its own expense) shall cause its consolidated financial statements, comparable purpose of causing the SEC not to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holdersaccept any such filing. (c) For In addition, the Company and the Guarantors agree that, for so long as any of the Securities Notes remain outstanding, they will furnish to the Company will make available Holders of Notes and to any securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.03 is for informational purposes only and any receipt of the Trustee’s receipt Trustee of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or Guarantor’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC (to the extent permittedthe SEC will accept such filings) and, and in any event, will provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that the requirements of this sentence shall be met, if the Company is exempt from the requirements of Sections 13(a) or 15(d) of the Exchange Act under Section 12h-5 of the Exchange Act (or any successor provisions thereto) or provides such annual reports and such information, documents and other reports to the Trustee and the Holders, so long as (a) Symmetry files such annual reports and such information, documents and other reports with the SEC, (b) Symmetry, the Company and each Subsidiary Guarantor are in compliance with the requirements set forth in Rule 3-10 (or any successor provision thereto) of Regulation S-X under the Exchange Act and (c) the Company provides the Trustee and Holders with such annual reports and such information, documents and other reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company shall be deemed may satisfy such requirements prior to have delivered such information and reports the effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement by filing with respect the SEC the Shelf Registration Statement or the Exchange Offer Registration Statement, to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether extent that any such filing or submission has occurred. (b) Regardless of whether Registration Statement contains substantially the same information as would by required to be filed by the Company is required if it were subject to furnish such reports to its stockholders pursuant to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to and by providing the Trustee and the Holders. Holders with such Registration Statement (cand any amendments thereto) For so long as promptly following the filing thereof. At any time that any of Symmetry’s Subsidiaries are Unrestricted Subsidiaries, then the Securities remain outstandingquarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of Symmetry and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries; provided, however, that the Company will only be required to comply with the provisions of this paragraph to the extent (x) the total assets of all the Unrestricted Subsidiaries exceeds 5% of the total assets of Symmetry and its Subsidiaries on a consolidated basis as of the end of the applicable quarterly or annual period, or (y) the combined EBITDA of all the Unrestricted Subsidiaries exceeds 5% of the EBITDA of Symmetry and its Subsidiaries for the twelve-month period ended on the last day of the applicable quarter or fiscal year. In addition, the Company will make available furnish to the Holders and to prospective investors, upon the requests of such Holders, any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions of such reportsTIA § 314(a). The delivery of any information, information and documents or reports to the Trustee pursuant to this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such thereof shall not constitute constructive notice of any such information or 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 conclusively rely exclusively on Officer’s Certificatesan Officers’ Certificate in accordance with Section 7.01).

SEC Reports. (aWhether or not the Operating Partnership is subject to Sections 13 or 15(d) The Company promptly will deliver of the Exchange Act, during any time that any Securities remain outstanding, the Operating Partnership will, to the Trusteeextent permitted under the Exchange Act, but in any event no later than 15 days after the filing of the same file with the SECSEC the annual reports, copies of the quarterly and annual reports and of the information, other documents and other reports, if any, which the Company is Operating Partnership would have been required to file with the SEC pursuant to Section such Sections 13 or 15(d) of if the Exchange Act. Notwithstanding Operating Partnership were so subject (the “Financial Information”), such documents to be filed with the SEC on or prior to the respective dates (the “Required Filing Dates”) by which the Operating Partnership would have been required so to file such documents if the Operating Partnership were so subject; provided, however, that notwithstanding the Company may foregoing, during any period in which the Operating Partnership is not remain subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act, the Company will file may elect to satisfy the Operating Partnership’s obligations under this Section 4.2 by filing with the SEC all information, documents and reports the Financial Information required to be filed with by the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Company under Sections 13 and or 15(d) of the Exchange Act. Notwithstanding The Operating Partnership also will in any event (unless available on the foregoingSEC’s Electronic Data Gathering, Analysis and Retrieval System (or successor system)) within 15 days of each Required Filing Date: (i) transmit by mail to all Holders, without cost to such Holders, copies of the Company shall be deemed to have delivered Financial Information filed with the SEC by the Operating Partnership or the Company, as applicable; and (ii) file with the Trustee copies of such information and reports Financial Information. If the filing of the Financial Information by the Operating Partnership or the Company, as applicable, with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company SEC is required to furnish such reports to its stockholders pursuant to not permitted under the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee Operating Partnership will promptly upon written request and the Holders. (c) For so long as any payment of the Securities remain outstandingreasonable cost of duplication and delivery, supply copies of the Company will make available Financial Information to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Holder. Delivery of any such reports, information and documents to the Trustee is for informational purposes only 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 CompanyOperating Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, content or timeliness of any report delivered hereunder (aside from the report required under Section 7.6 hereunder).

SEC Reports. (a) The Company promptly will deliver to Whether or not required by the Trustee, but in any event no later than 15 days after the filing rules and regulations of the same with the SEC, copies of so long as any Notes are outstanding, Superior Energy will furnish (without exhibits) to the Holders or cause the Trustee to furnish to the Holders, within the time periods specified in the SEC’s rules and regulations: (1) all quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports would be required to be filed with the SEC on Forms 10-Q and 10-K if Superior Energy were required to file reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if Superior Energy were required to file such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Superior Energy’s consolidated financial statements by Superior Energy’s certified independent accountants. In addition, Superior Energy will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. Issuer will at all times comply with TIA § 314(a). If, at any time, Superior Energy is no longer subject to the extent permittedperiodic reporting requirements of the Exchange Act for any reason, and provide Superior Energy will nevertheless continue filing the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. Superior Energy will not take any action for the purpose of causing the Exchange ActSEC not to accept any such filings. Notwithstanding If, notwithstanding the foregoing, the Company shall be deemed SEC will not accept Superior Energy’s filings for any reason, Superior Energy will post the reports referred to have delivered such information and reports with respect to any period for which it has posted such information or reports in the preceding paragraph on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever that would apply if Superior Energy were required to determine whether any such filing or submission has occurredfile those reports with the SEC. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities Notes remain outstanding, if at any time they are not required to file with the Company SEC the reports required by paragraphs (a) and (b) of this Section 4.03, Issuer and the Guarantors will make available furnish to any the Holders and to securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Securities, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in under Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will nevertheless make available such Exchange Act information to the Trustee and the Holders. (c) For so long as any Holders of the Securities remain outstandingas if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in “Management’s Discussion and Analysis of Results of Operations and Financial Condition”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors have agreed that they will make available to any the Holders and to prospective purchaser investors, upon the request of the Securities or beneficial owner of the Securities in connection with any sale thereof such Holders, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Securities are not freely transferable under the Securities Act. For purposes of this Section 3.11, the Company is not subject and the Subsidiary Guarantors will be deemed to Section 13 or 15(d) under have furnished the Exchange Act. (d) Delivery of such reports, information and documents reports to the Trustee is for informational purposes only and the Trustee’s receipt Holders of Securities as required by this Section 3.11 if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. The filing requirements set forth above for the applicable period shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement provided for by the Registration Rights Agreement by the filing with the SEC of the exchange offer registration statement and/or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not constitute constructive notice of supercede or in any information contained therein manner suspend or determinable from information contained therein, including delay the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)reporting obligations set forth in this Section 3.11.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be required to be subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and within 15 days after the reports are filed, provide the Trustee and the Holders Holders, at their addresses as set forth in the register of Securities, with such the annual reports and such the information, documents and other reports specified in which are otherwise required pursuant to Sections 13 and 15(d) of the Exchange Act. Notwithstanding , except that the foregoingCompany shall not be required to make such a filing if the Staff of the SEC will not accept such a filing (in which case, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish make available such reports to its stockholders the Trustee and the Holders within 15 days after the date such reports would have been required to be filed). In addition, following the registration of the common stock of the Company or the Parent Entity pursuant to Section 12(b) or 12(g) of the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered make available to the Trustee and the Holders. , promptly upon their becoming available, copies of the Company’s (cor the Parent Entity’s, as the case may be) For annual report to stockholders and any other information provided by the Company or the Parent Entity to its public stockholders generally. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any of the Securities remain outstanding, they shall furnish to the Company will make available Holders and to any securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when (which requirement may be satisfied by a Form 10-K or 10-Q, as applicable, for so long as such periodic reports satisfy the Company is not subject to Section 13 or 15(dinformation requirements of Rule 144A(d)(4) under the Exchange Securities Act. (d) Delivery of to permit Holders to resell the Securities pursuant to Rule 144A thereunder. The Company shall be deemed to have furnished such reports, information and documents reports to the Trustee is for informational purposes only and the Trustee’s receipt of Holders in accordance with Section 4.2 if the Company has filed such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including reports with the Company’s compliance with any of its covenants hereunder (as to which SEC via the Trustee is entitled to rely exclusively on Officer’s Certificates)E▇▇▇▇ filing system and such reports are publicly available.

SEC Reports. (a) The Notwithstanding that the Company promptly will deliver may not be required to be or remain subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements of Section 13(a) or 15(d) of the same Exchange Act, the Company shall file with the SEC (unless such filing is not permitted under the Exchange Act or by the SEC), copies of so long as any Notes are outstanding, the quarterly and annual reports and of the reports, information, documents and other reports, if any, which reports that the Company is required to file with the SEC pursuant to such Section 13 13(a) or 15(d) of the Exchange Act. Notwithstanding that or would be so required to file if the Company may not remain were so subject to the SEC reporting requirements of Section 13 or 15(d) of the Exchange Act, the as a non-accelerated filer. The Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such satisfied the requirements of this Section 404 if any Parent files reports, documents and information and reports with respect to any period for which it has posted such information or reports on its website of the types otherwise so required, in each case within the applicable time periods specified periods. If such Parent has material operations separate and apart from its ownership of the Company, then the Company or such Parent will provide consolidating information, which need not be audited, that explains in this Section 4.10reasonable detail the differences between the information relating to such Parent and its Subsidiaries, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand. The Trustee will have no responsibility whatsoever If any audited or reviewed financial statements or information required to determine whether be included in any such filing are not reasonably available on a timely basis as a result of the Company’s or submission has occurred. any such Parent’s accountants not being “independent” (b) Regardless of whether the Company is required to furnish such reports to its stockholders as defined pursuant to the Exchange ActAct and the rules and regulations of the SEC thereunder), the Company or such Parent may, in lieu of making such filing, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information; provided that (at its own expensea) the Company or such Parent shall cause its consolidated financial statements, comparable to those which would have been in any event be required to appear make such filing no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this Section 404 (such initial date, the “Reporting Date”) and (b) if the Company or such Parent makes such an election and such filing has not been made, within 90 days after such Reporting Date, liquidated damages will accrue on the Notes at a rate of 0.50% per annum from the date that is 90 days after such Reporting Date to the earlier of (x) the date on which such filing has been made, and (y) the first anniversary of such Reporting Date (provided that not more than 0.50% per annum in annual liquidated damages shall be payable for any period regardless of the number of such elections by the Company). Reports by the Company or quarterly reports, to be Guarantors delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is are 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 or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, its compliance with the covenants or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ or any website under this Indenture, or participate in any conference calls. The Trustee shall have no obligation to determine whether or not such information, documents or reports have been filed pursuant to the SEC’s E▇▇▇▇ filing system (or its successor) or postings to any website have occurred. The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports.

SEC Reports. (a) The So long as the Notes are outstanding the Company promptly will shall deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC SEC, pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the Notes are outstanding the Company will shall file with the SEC all informationSEC, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding For purposes of the foregoingforegoing provisions of this paragraph, so long as: (1) Holdings owns all of the issued and outstanding Capital Stock of the Company; (2) the aggregate amount of all Investments made by Holdings in any Persons other than the Company shall be deemed to have delivered such information and reports with respect to its Restricted Subsidiaries does not in the aggregate exceed $15.0 million at any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred.outstanding; and (b3) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject required to file separate reports with the SEC pursuant to Section 13 or 15(d) under of the Exchange Act. ; the filing and delivery of reports, information or documents which Holdings is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act in accordance with the provisions of this paragraph will satisfy the Company’s obligations under this paragraph. To the extent permitted by Section 314(a) of the TIA, each of the Company and Holdings, as the case may be, shall be deemed to have provided such reports to the Trustee if it has filed such reports with the SEC via the ▇▇▇▇▇ filing system (dor any electronic filing system that is a successor thereto). The Company shall also comply with the other provisions of Section 314(a) of the TIA. 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all Trustee, within 15 days after it would have been required to file with the SEC, financial statements, including any notes thereto (and with respect to annual reports, an auditor's report by a firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," both comparable to that which the Company would have been required to include in such annual reports, information, documents and or other reports required to be filed with if the SEC Company were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding Subsequent to the foregoingqualification of this Indenture under the TIA, the Company also shall be deemed to have delivered such information and reports comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredprovisions of section 314(a) of the TIA. (b) Regardless of whether If the Company is required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause any annual report furnished to its consolidated stockholders generally and any quarterly or other financial statements, comparable reports it furnishes to those which would have been required to appear in annual or quarterly reports, its stockholders generally to be delivered to filed with the Trustee and the HoldersCompany shall mail to the Holders at their addresses appearing in the register of Senior Notes maintained by the Registrar. If the Company is not required to furnish annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company shall cause its financial statements referred to in Section 4.2(a), including any notes thereto (and with respect to annual reports, an auditors' report by a firm of established national reputation), and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," to be so mailed to the Holders within 120 days after the end of each of the Company's fiscal years and within 60 days after the end of each of the first three fiscal quarters of each year. The Company shall cause to be disclosed in a statement accompanying any annual report or comparable information as of the date of the most recent financial statements in each such report or comparable information the amount available for payments pursuant to Section 4.5. As of the date hereof, the Company's fiscal year ends on December 31. (c) For If the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, for so long as any of the Securities Senior Notes remain outstanding, the Company will make available shall furnish to any the Holders, securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents Notwithstanding anything herein to the contrary, the Trustee is shall have no duty to review such documents 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 determining their compliance with any provision of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)this Indenture.

SEC Reports. (a) The So long as any of the Securities remain outstanding and the Company promptly will deliver is subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements of the same Exchange Act, the Company shall file with the SEC, SEC and distribute to the Trustee for delivery to the Holders of the Securities copies of the quarterly and annual reports required to be filed with the SEC, and if the Company ceases to become subject to the reporting requirements of the informationExchange Act, documents and other reports, if any, which the Company is shall distribute to the Trustee for delivery to the Holders of the Securities copies of the quarterly and annual financial information that would have been required to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act had the Company may not remain been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file . All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with the SEC all information, documents GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and reports required Analysis of Financial Condition and Results of Operations." (b) The financial information to be distributed to Holders of Securities shall be filed with the SEC Trustee and shall be mailed by the Trustee to the extent permittedHolders at their addresses 34 28 appearing in the register of Securities maintained by the Registrar, and provide within 15 days after receipt of such financial information. The Company shall file such financial information with the Trustee and within 15 days after it is filed with the SEC, if required, but in no event later than 105 days after the end of the Company's fiscal year or later than 60 days after the end of each of the first three quarters of each such fiscal year, in the case of quarterly reports; provided, however, that the Trustee's only obligation is to mail the financial information that it receives from the Company to the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed not to have delivered obtain such information and reports with respect to any period for which it has posted such information or reports on its website within from the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersCompany. (c) For so long as any The Company shall make such financial information described in Section 4.3 (a) available to prospective purchasers of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNotes. (d) Delivery The Company shall provide the Trustee with a sufficient number of such reports, copies of all reports and other documents and information and documents that the Trustee may be required to deliver 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 Officer’s Certificates)Holders under this Section 4.3.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10other provisions of TIA ss. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder's request. (c) For so long as any of the Securities remain outstanding, the The Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to shall provide the Trustee is for informational purposes only with a sufficient number of copies of all reports and the Trustee’s receipt of such shall not constitute constructive notice of any other documents and information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which that the Trustee is entitled may be required to rely exclusively on Officer’s Certificates)deliver to Securityholders under this Section 3.02.

SEC Reports. (a) The Company promptly For the fiscal quarters ending June 30, 1997 and September 30, 1997 and for the fiscal year ended December 31, 1997 the Issuer will deliver (i) transmit by mail to all Holders, as their names and addresses appear in the TrusteeRegister, but in any event no later than 15 days after the filing of the same without cost to such Holders, and (ii) file with the SEC, Trustee copies of the quarterly and audited annual financial reports and of the informationIssuer (including the condensed, documents combining financial data in the form and other reportsscope set forth in the condensed, if anyconsolidated financial statements of the Issuer for the first quarter of 1997 and for the fiscal year ending December 31, 1996, respectively) that are generally distributed to its shareholders at the time such reports are so distributed. (b) Beginning with the financial statements of the Issuer for the quarter ending March 31, 1998 and thereafter, whether or not the Issuer is subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Issuer shall prepare the annual and quarterly reports which the Company is Issuer would have been required to file with the SEC pursuant to such Section 13 13(a) or 15(d) of or any successor provision thereto (including the Exchange Act. Notwithstanding that condensed, combining financial data in the Company may not remain subject form and scope set forth in the condensed, consolidated financial statements described above) on or prior to the reporting requirements of Section 13 or 15(drespective dates (the "Required Filing Dates") of by which the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which Issuer would have been required so to file such documents. The Issuer shall also in any event within 15 days of each Required Filing Date (i) transmit by mail to all Holders, as their names and addresses appear in the Register, without cost to such Holders, and (ii) file with the Trustee, copies of such annual or and quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of To permit compliance with Rule 144A under the Securities remain outstandingAct in connection with sales of Bonds or GTS Shares issued on conversion of such Bonds, upon request of a holder of Bonds or such GTS Shares, the Company Issuer (with respect to information relating to it) will make available furnish to such holder and any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof designated by such holder the information required by to be delivered under Rule 144A(d)(4) under the Securities Act during any period when if at the Company time of the request the Issuer is not subject to a reporting company under Section 13 or Section 15(d) under of the Exchange Act. (d) Delivery Copies of such reports, information and documents all reports distributed to Holders or the Trustee pursuant to this Section shall be distributed concurrently to the Trustee is Luxembourg Stock Exchange for informational purposes only and so long as 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 Officer’s Certificates)Bonds are listed thereon.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company Whether or not Borrower is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will Borrower shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee Agent and the Holders Lenders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports, and, in addition thereto, calculations in respect of Sections 10.3.1 and 10.3.3 of the Bank of America Credit Agreement (as such Sections are in effect on the date hereof or as such Sections may be amended hereafter with the consent of the Requisite Lenders) for any test period on which Indebtedness outstanding pursuant to Section 4.03(b)(1) exceeds $27.5 million on the last day of such test period, whether or not such covenants are required to be tested in such test period (such calculations, the “Basket Calculation”). Notwithstanding If at any time Borrower is not subject to the periodic reporting requirements of the Exchange Act for any reason, Borrower will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. Borrower agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the Company shall be deemed to have delivered SEC will not accept such information and filings (and/or the Basket Calculation) for any reason, Borrower will post the reports with respect to any period for which it has posted such information or reports (and/or the Basket Calculation) specified in the preceding sentences on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is that would apply if Borrower were required to furnish such file those reports to its stockholders pursuant to with the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as SEC. At any time that any of the Securities remain outstandingBorrower’s Subsidiaries are Unrestricted Subsidiaries, then the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the quarterly and annual financial information required by Rule 144A(d)(4) under the Securities Act during any period when first paragraph of this Section 4.02 will include a reasonably detailed presentation, either on the Company is not subject face of the financial statements or in 1 To be conformed to Section 13 covenant package in third lien indenture. the footnotes thereto, and, in the event that the Unrestricted Subsidiaries, individually or 15(d) under collectively, constitute a Significant Subsidiary, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Exchange Actfinancial condition and results of operations of Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Borrower. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of each series of Notes as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser Default with respect thereto shall be deemed to have been cured unless the Notes of the Securities or beneficial owner of the Securities in connection with any sale series thereof the information required by Rule 144A(d)(4) under the Securities Act during any period have been accelerated. The Trustee shall have no obligation to determine if and when the Company is not subject to Section 13 Company’s financial statements or 15(d) under the Exchange Act. (d) reports are publicly available and accessible electronically. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The Whether or not required by the SEC's rules and regulations, so long as any Securities are outstanding, the Company promptly will deliver furnish to the TrusteeHolders, but within the time periods specified in any event no later than 15 days after the filing of the same with the SEC, copies of the 's rules and regulations: (1) all quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company was required to file such reports; and (2) all current reports that would be required to be filed with the extent permittedSEC on Form 8-K if the Company was required to file such reports. All such reports will be prepared in all material respects in accordance with all of the SEC's rules and regulations applicable to such reports, and provide each annual report on Form 10-K will include a report on the Trustee Company's consolidated financial statements by the Company's certified independent accountants. The Company's reporting obligations with respect to clauses (1) and (2) above shall be deemed satisfied in the Holders event the Company files these reports with such annual reports and such informationthe SEC on EDGAR. If, documents and other at any time, the Company is no longer subject to ▇▇▇ periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless be required to continue to file the reports specified in Sections 13 the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the sole purpose of causing the SEC not to accept any such filings (it being understood and 15(d) of agreed that, if the Company is entitled to suspend its reporting obligations under the Exchange Act, the Company shall not be prevented from making any filings necessary to suspend such obligations). Notwithstanding If, notwithstanding the foregoing, the SEC will not accept the Company's filings for any reason, the Company shall be deemed will post the reports referred to have delivered such information and reports with respect to any period for which it has posted such information or reports in the preceding paragraph on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is was required to furnish such file those reports to its stockholders pursuant to with the Exchange ActSEC. In addition, the Company (at its own expense) shall cause its consolidated financial statementsagrees that, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For for so long as any of the Securities remain outstanding, at any time they are not required to file the Company reports required by the preceding paragraphs with the SEC, they will make available furnish to any the Holders and to securities analysts and prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof investors, upon their written request, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will NewLake Capital Partners, Inc. shall, so long as any Securities are outstanding, deliver to the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reportsreports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which NewLake Capital Partners, if any, which the Company Inc. is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange ActNewLake Capital Partners, the Company will file Inc. shall also comply with the SEC all informationother provisions of TIA Section 314(a). Reports, information and documents and reports required to be filed with the SEC to via the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall ▇▇▇▇▇ system will be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingtime of such filing via ▇▇▇▇▇ for purposes of this Section 4.2, provided, however, that the Company will make available Trustee shall have no obligation whatsoever to any prospective purchaser of the Securities determine whether or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 such information, documents or 15(d) under the Exchange Act. (d) reports have been filed via ▇▇▇▇▇. Delivery of such reports, information and documents to the Trustee is under this Section 4.2 are for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive or actual 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 Officer’s Certificates). The Trustee shall have no responsibility for the filing, timeliness or content of any reports, information or documents. The Trustee shall have no obligation to determine whether or not such reports, information or documents have been filed pursuant to the SEC’s ▇▇▇▇▇ filing system (or its successor) or postings to any website have occurred, and the Trustee shall have no duty to participate in or monitor any conference calls.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company Issuers may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the Company extent permitted by the Exchange Act, the Issuers will file with the SEC all SEC, and make available to the Trustee and the registered Holders of the Securities, the annual reports and the information, documents and other reports required (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Issuers are not permitted to be filed file such reports, documents and information with the SEC pursuant to the extent permittedExchange Act, and provide the Issuers will nevertheless make available such Exchange Act information to the Trustee and the Holders with of the Securities as if the Issuers were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements and in Management's Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. Notwithstanding the foregoing, in the event that the Company qualifies to report under the U.S./Canadian multijurisdictional disclosure system, such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall will be deemed to have delivered refer to those reports required of a Canadian company eligible to use Canadian continuous disclosure filings to satisfy its reporting requirements under such information system; provided further, however, that notwithstanding anything to the contrary permitted by such U.S./Canadian multijurisdictional disclosure system, now or in the future, the reports required of a Canadian company under such system will be deemed to include (1) a reconciliation of such annual reports and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such information, documents and other reports to its stockholders pursuant to accounting principles generally accepted in the Exchange ActUnited States, (2) a quarterly balance sheet and (3) a quarterly or annual, as the Company (at its own expense) shall cause its consolidated case may be, management's discussion and analysis of financial statements, comparable to those which condition and results of operations substantially in the form that would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not a U.S. Person subject to Section 13 or 15(d) under the Exchange Actsuch Sections. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The So long as any of the Securities remain outstanding and the Company promptly will deliver is subject to the Trustee, but in any event no later than 15 days after the filing reporting requirements of the same Exchange Act, the Company shall file with the SEC, SEC and distribute to the Trustee for delivery to the Holders of the Securities copies of the quarterly and annual reports required to be filed with the SEC, and if the Company ceases to become subject to the reporting requirements of the informationExchange Act, documents and other reports, if any, which the Company is shall distribute to the Trustee for delivery to the Holders of the Securities copies of the quarterly and annual financial information that would have been required to file be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act had the Company may not remain been subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file . All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with the SEC all information, documents GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and reports required Analysis of Financial Condition and Results of Operations." (b) The financial information to be distributed to Holders of Securities shall be filed with the SEC Trustee and shall be mailed by the Trustee to the extent permittedHolders at their addresses appearing in the register of Securities maintained by the Registrar, and provide within 15 days after receipt of such financial information. The Company shall file such financial information with the Trustee and within 15 days after it is filed with the SEC, if required, but in no event later than 105 days after the end of the Company's fiscal year or later than 60 days after the end of each of the first three quarters of each such fiscal year, in the case of quarterly reports; provided, however, that the Trustee's only obligation is to mail the financial information that it receives from the Company to the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed not to have delivered obtain such information and reports with respect to any period for which it has posted such information or reports on its website within from the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the HoldersCompany. (c) For so long as any The Company shall make such financial information described in Section 4.3 (a) available to prospective purchasers of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange ActNotes. (d) Delivery The Company shall provide the Trustee with a sufficient number of such reports, copies of all reports and other documents and information and documents that the Trustee may be required to deliver 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 Officer’s Certificates).Holders under this Section 4.3. 053113\1008\02764\979QGT85.OTH 25

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with the SEC, copies of the quarterly and annual Any documents or reports and of the information, documents and other reports, if any, which that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and reports any correspondence with the SEC) must be filed by the Company with the Trustee within 15 days after the same are required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect (giving effect to any grace period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required provided by Rule 144A(d)(4) under the Securities Act during 12b-25 or any period when the Company is not subject to Section 13 or 15(d) successor rule under the Exchange Act. ). Documents filed by the Company with the SEC via the ▇▇▇▇▇ system (dor any successor thereto) will be deemed to be filed with the Trustee as of the time such documents are filed via ▇▇▇▇▇ (or any successor thereto). Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute actual or constructive notice of any information contained therein therein, or determinable from information contained therein, therein including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates). The Company shall disclose in its annual and quarterly reports, a statement of the maximum amount of Permitted Additional Pari Passu Obligations (other than Refinancing Indebtedness) that it would have been permitted to incur as of the date of the most recent balance sheet included in such report. In addition, the Company and the Subsidiary Guarantors shall make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to the extent such Notes constitute “restricted securities” within the meaning of the Securities Act. In no event shall the Trustee be responsible for determining whether the Company has satisfied its delivery obligations set forth in the foregoing Section 3.2.

SEC Reports. (a) The So long as any Securities are outstanding, the Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same shall file with the SEC, copies of subject to the quarterly next sentence, and provide the Trustee and Holders with such annual reports and of the information, documents and other reports, if any, which reports (i) at any time that the Company is required subject to file with the SEC pursuant to Section reporting requirements of Sections 13 or and 15(d) of the Exchange Act. Notwithstanding , as are specified in such sections and (ii) at any other time, on Forms 10-Q and 10-K and all current reports on Form 8-K that would be required if the Company may was at such time subject to the reporting requirements of Sections 13 and 15(d) of the Exchange Act, in each case, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections, after giving effect to all applicable extensions and cure periods, and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not remain subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in clause (ii) of the preceding sentence with the SEC within the time periods required, after giving effect to all applicable extensions and cure periods, unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC, after giving effect to all applicable extensions and cure periods. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with shall furnish to the SEC all informationHolder of the Securities and to prospective investors, documents and reports upon the requests of such Holders, any information required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during so long as the Securities are not freely transferable under the Securities Act. The Company also shall comply with the other provisions of TIA § 314(a). This Section 4.02 will be deemed not to impose any period when duty on the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related SEC rules that would not otherwise be applicable. The Company shall be deemed to have furnished such reports, information and documents reports to the Trustee is for informational purposes only and the Trustee’s receipt of Holders if it has filed such shall not constitute constructive notice of reports with the SEC using the ▇▇▇▇▇ (or 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 Officer’s Certificates)successor) filing system and such reports are publicly available through such filing system.

SEC Reports. (a) The Company promptly will deliver Whether or not the Issuers or any Guarantor are subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Issuers and any Guarantors will, to the Trusteeextent accepted by the SEC and not prohibited under the Exchange Act, but file with the SEC the annual reports, quarterly reports and other documents which the Issuers and any Guarantors would have been required to file with the SEC pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Issuers or any Guarantor were subject thereto, such documents to be filed with the SEC on or prior to the respective dates (the "Required Filing Dates") by which the Issuers or any Guarantor would have been required to file them. The Issuers and any Guarantors will also, in any event no later than event, (i) within 15 days after of each Required Filing Date (A) transmit by mail to all Holders, as their names and addresses appear in the filing of the same security register, without cost to such Holders, and (B) file with the SEC, Trustee copies of the annual reports, quarterly and annual reports and of the information, other documents and other reports, if any, which the Company is Issuers and any Guarantors would have been required to file with the SEC pursuant to Section 13 13(a) or 15(d) of the Exchange Act. Notwithstanding that Act or any successor provisions thereto if the Company may Issuers or any Guarantor were subject thereto and (ii) if filing such documents by the Issuers or any Guarantor with the SEC is not remain subject to accepted by the reporting requirements of Section 13 SEC or 15(d) of is prohibited under the Exchange Act, the Company will file with the SEC all informationpromptly upon written request, supply copies of such documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredprospective Holder. (b) Regardless The Issuers will, upon request, provide to any Holder of whether Notes or any prospective transferee of any such Holder any information concerning the Company is Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuers shall not be required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities information in connection with any sale thereof request made on or after the information required by date which is three years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuers or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Issuers within the meaning of Rule 144A(d)(4) 144 under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same with Whether or not required by the SEC, copies of the quarterly ’s rules and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Actregulations, the Company will file with the SEC all information, documents within the time periods specified in the SEC’s rules and reports required to be filed with the SEC to the extent permittedregulations, and provide the Trustee and Holders and prospective Holders (upon request) within 15 days after it files them with the Holders with such SEC, copies of its annual reports report and such the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act unless the foregoingSEC will not accept such filings; provided that for purposes of this Section 4.03, the Company such information, documents and other reports shall be deemed to have delivered been furnished to the Trustee, Holders and prospective Holders if they are electronically available via the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“▇▇▇▇▇”). Even if the Company is entitled under the Exchange Act not to furnish such information to the SEC, it will nonetheless continue to furnish information that would be required to be furnished by the Company by Section 13 or 15(d) of the Exchange Act (excluding exhibits) to the Trustee and reports the Holders of Notes of as if it were subject to such periodic reporting requirements. The Company also will comply with respect to the other provisions of Section 314(a) of the TIA. (b) To the extent any period for which it has posted such information or reports on its website is not provided within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any 4.03 and such filing or submission has occurred. (b) Regardless of whether information is subsequently provided within the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear grace period set forth in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingSection 6.01, the Company will make available be deemed to have satisfied its obligations with respect thereto at such time and any prospective purchaser of Default with respect thereto shall be deemed to have been cured unless the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Notes have been accelerated. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Company’s compliance with any of its the covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively on Officer’s Officers’ Certificates).

SEC Reports. (a) The So long as the Securities are outstanding, the Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same shall file with the SEC, copies of subject to the quarterly next sentence, and provide the Trustee and Holders with such annual reports and of the information, documents and other reports, if any, which reports (i) at any time that the Company is required subject to file with the SEC pursuant to Section reporting requirements of Sections 13 or and 15(d) of the Exchange Act. Notwithstanding , as are specified in such sections and (ii) at any other time, on Forms 10-Q and 10-K and all current reports on Form 8-K that would be required if the Company may was at such time subject to the reporting requirements of Sections 13 and 15(d) of the Exchange Act, in each case, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections, after giving effect to all applicable extensions and cure periods, and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not remain subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in clause (ii) of the preceding sentence with the SEC within the time periods required, after giving effect to all applicable extensions and cure periods, unless the SEC will not accept such a filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC, after giving effect to all applicable extensions and cure periods. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, at any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with shall furnish to the SEC all informationHolder of the Securities and to prospective investors, documents and reports upon the requests of such Holders, any information required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during so long as the Securities are not freely transferable under the Securities Act. This Section 4.02 will be deemed not to impose any period when duty on the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related SEC rules that would not otherwise be applicable. The Company shall be deemed to have furnished such reports, information and documents reports to the Trustee is for informational purposes only and the Trustee’s receipt of Holders if it has filed such shall not constitute constructive notice of reports with the SEC using the ▇▇▇▇▇ (or 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 Officer’s Certificates)successor) filing system and such reports are publicly available through such filing system.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permittedSEC, and provide make available to the Trustee and the registered Holders with such of the Notes, the annual reports and such the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website Act within the time periods specified therein or in this Section 4.10the relevant forms. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether In the event that the Company is required not permitted to furnish file such reports to its stockholders reports, documents and information with the SEC pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered will nevertheless make available such Exchange Act information to the Trustee and Holders of Notes as if the Holders. (cCompany were subject to the reporting requirements of Section 13 or 15(d) For so long as of the Exchange Act within the time periods specified therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the Securities remain outstandingquarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, (a) in the footnotes to the financial statements and (b) in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, the Company and the Subsidiary Guarantors will make available to any the Holders and to prospective purchaser investors, upon the request of the Securities or beneficial owner of the Securities in connection with any sale thereof such Holders, the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Notes are not freely transferable under the Securities Act. For purposes of this Section 4.18, the Company is not subject and the Subsidiary Guarantors will be deemed to have furnished the reports to the Trustee and the Holders of Notes as required by this Section 13 or 15(d) under 4.18 if they have filed such reports with the Exchange Act. (d) SEC via the ▇▇▇▇▇ filing system and such reports are publicly available. 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 Officer’s Officers’ Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company Whether or not Holdings is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will Holdings shall file with the SEC all information, documents and reports required to be filed with the SEC subject to the extent permitted, next sentence and provide the Trustee and Securityholders (or cause the Holders Trustee to provide the Securityholders) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections (after giving effect to all applicable extensions and cure periods) and prepared in all material respects in accordance with the rules of regulations applicable to such reports. Notwithstanding If, at any time, Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods specified above unless the SEC shall not accept such a filing. Holdings shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the Company SEC shall be deemed to have delivered not accept such information and filings for any reason, Holdings shall post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified that would apply if Holdings were required to file those reports with the SEC. At any time that any of Holdings’ Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless the footnotes thereto, and in “Management’s Discussion and Analysis of whether Financial Condition and Results of Operations”, of the financial condition and results of operations of Holdings, the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. In addition, at any time when Holdings is required not subject to furnish such reports to its stockholders pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall furnish to the Company (at its own expense) shall cause its consolidated financial statementsHolders of the Securities and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company shall also comply with the other provisions of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesTIA § 314(a).

SEC Reports. (a) The Upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) and for so long as the Notes remain outstanding, the Company promptly will deliver to (at its own expense) shall file with the Trustee, but in any event no later than SEC and shall file with the Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, which reports (or copies of such portions of any of the Company is required to file with foregoing as the SEC may by rules and regulations prescribe) to be filed pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Act (without regard to whether the Company may not remain is subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC ); provided that prior to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) consummation of the Exchange Act. Notwithstanding Offer and the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless issuance of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange ActNotes, the Company (at its own expense) shall cause its consolidated financial statements, comparable will mail to those which the Trustee and Holders in accordance with paragraph (b) of this Section 4.08 substantially the same information that would have been required to appear in annual or quarterly reports, by the foregoing documents within 15 days of when any such document would otherwise have been required to be delivered filed with the SEC. Upon qualification of this Indenture under the TIA, the Company shall also comply with the provisions of TIA ss. 314(a). (b) At the Company's expense, the Company shall cause an annual report if furnished by it to stockholders generally and each quarterly or other financial report if furnished by it to stockholders generally to be filed with the Trustee and mailed to the HoldersHolders at their addresses appearing in the register of Notes maintained by the Registrar at the time of such mailing or furnishing to stockholders. (c) For so long as any Prior to the effectiveness of the Securities remain outstandingregistration statement relating to the Exchange Offer, the Company will make available shall provide to any prospective purchaser of Holder any information reasonably requested by such Holder concerning the Securities Company (including financial statements) necessary in order to permit such Holder to sell or beneficial owner of transfer Notes in compliance with Rule 144A under the Securities in connection with any sale thereof the information Securi- 61 -53- ties Act, as presently required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly will TRW Automotive Holdings shall deliver to the Trustee, but in any event no later than within 15 days after the filing of the same it would have been required to file with the SEC, copies of the quarterly and its annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding In the event that the Company may not remain TRW Automotive Holdings is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, either it or the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and shall provide the Trustee and the Holders with such copies of annual reports and such information, documents and other reports as TRW Automotive Holdings or the Company, as the case may be, would be required to file with the SEC were it subject to such reporting requirements. In such event, such reports shall be provided within 45 days of the times as TRW Automotive Holdings or the Company, as the case may be, would be required to provide such reports were it subject to such reporting requirements. If at any time any direct or indirect parent of TRW Automotive Holdings is a Guarantor, the Company shall be deemed to be in compliance with the provisions of this Section 4.02 if such direct or indirect parent delivers to the Trustee within the time periods specified in Sections the preceding paragraph copies of its annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which such direct or indirect parent is required to file with the SEC pursuant to Section 13 and or 15(d) of the Exchange Act or which such direct or indirect parent would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, the The Company shall be deemed to have delivered such information and reports be in compliance with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have 4.02 if TRW Automotive Holdings, or in the event that TRW Automotive Holdings is at any time no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant longer subject to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any reporting requirements of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under of the Exchange Act. (d, either TRW Automotive Holdings or the Company, or if at any time any direct or indirect parent of TRW Automotive Holdings is a Guarantor, such direct or indirect parent of TRW Automotive Holdings, shall have filed such annual reports and the information, documents and other reports with the SEC using its Electronic Data Gathering, Analysis and Retrieval System or any successor system. The subsequent filing with the Trustee and, if applicable, the SEC of any report required by this Section 4.02 shall be deemed to automatically cure any Default or Event of Default resulting from the failure to file such report within the time period required by this Section 4.02. Notwithstanding anything herein to the contrary, the Company shall not be deemed to have failed to comply with this Section 4.02 for purposes of Section 6.01(e) until 120 days after the date any report is due under this Section 4.02. 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 (subject to Article 7) on Officer’s Officers’ Certificates). If and for so long as the Securities are listed on the Official List of the Irish Stock Exchange and admitted to trading on the Alternative Securities Market thereof and to the extent that the rules of the Irish Stock Exchange require, the information listed in this Section 4.02 will also be made available in Dublin through the offices of the Paying Agent in Dublin.

SEC Reports. (a) The Company promptly shall file with the SEC all information, documents and reports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, provided that if the Company is not required to file with the SEC -------- pursuant to Section 13 or 15(d) of the Exchange Act, it will deliver continue to make such filings to the Trustee, but in any event no later than extent permitted by the SEC. The Company (at its own expense) shall file with the Trustee within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that Upon qualification of this Indenture under the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10provisions of TIA (S) 314(a). The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after it files them with the SEC. (c) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Company shall not be required to -------- ------- furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Company or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders Securityholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided that the times specified for the filings of such reports under such Sections and containing in all material respects, all the information, audit reports and exhibits required for such reports. If at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company will post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC. Notwithstanding the foregoing, the Company shall be deemed may satisfy such requirements prior to have delivered such information and reports the effectiveness of any registration statement filed pursuant to the Registration Rights Agreement entered into on the Issue Date by filing with respect the SEC the registration statement, to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether 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 Securityholders with such registration statement (and any amendments thereto) promptly following the filing or submission has occurred.thereof. In addition, in the event that: (a) the rules and regulations of the SEC permit a parent entity to report at such parent entity's level on a consolidated basis, and (b) Regardless such parent entity is a Guarantor of whether the Securities and is not engaged in any business in any material respect other than incidental to its ownership of the Capital Stock of the Company, such consolidated reporting by such parent entity in a manner consistent with that described in this Section 4.02 for the Company is will satisfy this Section 4.02. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required to furnish such reports to by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its stockholders pursuant to Restricted Subsidiaries separate from the Exchange Actfinancial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holder of the Securities and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during so long as any period when the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. . The Company also shall comply with the other provisions of TIA (dSection) 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 Officer’s Certificates314(a).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (to the extent permitted, the SEC will accept such filings) and provide the Trustee and the Holders Securityholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections. Notwithstanding the foregoing, the Company shall be deemed may satisfy such requirements prior to have delivered such information and reports the effectiveness of the exchange offer registration statement or the shelf registration statement required by the Registration Rights Agreement by filing with respect the SEC the exchange offer registration statement or shelf registration statement, to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether extent that any such filing or submission has occurred. (b) Regardless of whether registration statement contains substantially the same information as would be required to be filed by the Company is required to furnish such reports to its stockholders pursuant if it were subject to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any reporting requirements of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under of the Exchange Act. , and by providing the Trustee and Security holders with such registration statement (dand any amendments thereto) promptly following the filing thereof. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) The Company shall furnish to the Holders of the Securities and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long any Securities are not freely transferable under the Securities Act. (c) The Company shall comply with the other provisions of TIA ss. 314(a).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections, and containing all the information, audit reports and exhibits required for such reports. Notwithstanding If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to with the SEC. At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its stockholders pursuant to Restricted Subsidiaries separate from the Exchange Actfinancial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holders of the Securities and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesTIA ss. 314(a).

SEC Reports. (a) The Company promptly will deliver shall file with the Trustee and provided to the TrusteeSecurityholders, but in any event no later than within 15 days after the filing of the same it files them with the SEC, copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports ( or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file files with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding In the event that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have is no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is longer required to furnish such reports to its stockholders securityholders pursuant to the Exchange Act, the Company (at its own expense) shall will cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and Holders of the Holders. (c) For so long as Securities. During the period beginning on the latest date of the original issuance of any of the Securities remain outstandingor the date any Security was acquired from the Company or any Affiliate of the Company after the Issue Date and ending on the date that is two years from such latest date, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act will, during any period when the Company in which it is not subject to Section 13 or 15(d) under the Exchange Act. (dAct or not filing the reports and other information required thereby when so subject, make a available to any holder or beneficial owner of Securities which are not registered under the Securities Act in connection with any sale thereof and any prospective purchaser of Securities from such holder or beneficial owner the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial owner of the Securities and it will take such further action as any holder or beneficial owner may reasonably require to sell its Securities without registration under the Securities Act within the limitation of the exemption provided by Rule 144A. The Company shall also comply with the other provisions of TIA Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10other provisions of TIA ss. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of\ Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors' report by an accounting firm of established national reputation and a "Management's Discussion and Analysis of Financial Condition and Results of Operations," comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company's fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such Holder's request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 4.02. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s '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 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Securities are outstanding, the Company will shall file with the SEC all information, documents and reports required to be filed with the SEC (subject to the extent permitted, next sentence) and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections, and containing all the information, audit reports and exhibits required for such reports. Notwithstanding If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such a filing. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether that would apply if the Company is were required to furnish such file those reports to with the SEC. At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Company and its stockholders pursuant to Restricted Subsidiaries separate from the Exchange Actfinancial condition and results of operations of the Unrestricted Subsidiaries of the Company. In addition, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holders and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery . The Company also shall comply with the other provisions of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s CertificatesTIA § 314(a).

SEC Reports. (a) The At any time that the Company promptly will deliver has a class of securities registered under the Exchange Act, the Company shall file with the Trustee and provide to the TrusteeHolders, but in any event no later than within 15 days after the filing of it files the same with the SEC, copies of the quarterly and its annual reports and of the information, documents and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company or any Subsidiary of the Company is required to file with the SEC pursuant to Section 12, 13 or 15(d) of the Exchange Act. Notwithstanding The Company shall cause any annual report furnished to its stockholders generally and any quarterly or other financial reports furnished by it to its stockholders generally to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar. (b) At any time that the Company may does not remain subject to the reporting requirements have a class of Section 13 or 15(d) of securities registered under the Exchange Act, the Company will file shall furnish to the Trustee (who is hereby authorized and directed to furnish a copy thereof to any Person requesting the same in writing) and shall mail (or cause to be mailed by the Trustee at the Company's expense) to each of the Holders at their addresses as set forth in the register of Notes maintained by the Registrar within 60 days after the close of each of the first three quarters of each fiscal year and within 105 days after the close of each fiscal year consolidated balance sheets of the Company as of the end of each such quarter or fiscal year, as the case may be, and consolidated statements of income and cash flow of the Company for the period commencing at the end of the Company's previous fiscal year and ending with the SEC end of such quarter or fiscal year, as the case may be, all information, documents and reports required to be filed with such financial statements setting forth in comparative form the SEC to corresponding figures for the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) corresponding period of the Exchange Act. Notwithstanding the foregoingpreceding fiscal year, all in reasonable detail and duly certified (subject to year-end adjustments) by an Officer of the Company shall be deemed to have delivered such information and reports as having been prepared in accordance with respect to any period for which it has posted such information or reports on its website within GAAP consistently applied, and, in the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless case of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its annual consolidated financial statements, comparable to those certified by independent public accountants of established national reputation, and a discussion and analysis of the results of operations and financial condition of the Company and its subsidiaries for the periods presented, which would have been required to appear discussion and analysis shall be prepared by the management of the Company in annual or quarterly reports, to be delivered a manner responsive to the Trustee requirements of Item 303 (or any successor item or section) of Regulation S-K promulgated by the SEC. All financial statements shall be prepared in accordance with GAAP consistently applied, except for changes with which the Company's independent public accountants concur and the Holdersexcept that quarterly statements may be subject to year-end adjustments. (c) For so long as any Delivery of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such above-referenced reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates).

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section Sections 13 or 15(d) of the Exchange Act, the Company will file with the SEC all information, documents and reports required make available to be filed the Trustee and Noteholders within 15 days after it files them with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed with the foregoingSEC at the times specified for the filings of such information, documents and reports under such Sections; provided, however, that the Company shall not be deemed so obligated to have delivered file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to the Trustee and reports Noteholders within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Sections 13 or 15(d) of the Exchange Act; provided further, however, that (a) so long as Parent is the Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described hereunder may, at the Company’s option, be filed by and be those of Parent rather than the Company and (b) in the event that Parent conducts any business or holds any significant assets other than the capital stock of the Company at the time of filing and providing any such report, information or other document containing financial statements of Parent, Parent shall include in such report, information or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the SEC) with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredCompany. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstandingIn addition, the Company will make available furnish to any prospective purchaser the Holders of the Securities or beneficial owner Notes and to prospective investors, upon the requests of the Securities in connection with such Holders, any sale thereof the information required by to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Notes are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (c) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act. (d) Delivery of such reports, these reports and information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall them will 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 Officer’s Certificates).

SEC Reports. (a) The To the extent any Securities of a Series are outstanding, the Company promptly will and the General Partner shall deliver to the Trustee, but in any event no later than Trustee for each Series within 15 days after of the filing of date the Company or the General Partner is required to file the same with the SEC, SEC copies of the annual reports, quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company or the General Partner is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that The Company and the General Partner also shall comply with the other provisions of TIA § 314(a). If the Company may or the General Partner is not remain subject to the reporting requirements of such Section 13 or 15(d), the Company or the General Partner shall nevertheless continue to (1) file such reports and other documents with the SEC (unless the SEC will not accept such filings) on or prior to the respective dates by which the Company or the General Partner, would have been required so to file such documents if it were so subject, and (2) file with the Trustee for each Series copies of such reports and other documents; provided if the SEC will not accept such filings for any reason, the Company will make the reports referred to in the preceding paragraph available on its website within the required timeframe that would apply if the Company were required to file those reports with the SEC. Reports, information and documents filed with the SEC via the E▇▇▇▇ system will be deemed to be delivered to the Trustee and the Holders as of the time of such filing via E▇▇▇▇ for purposes of this Section 4.2. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via E▇▇▇▇. The Company and the General Partner shall also file with the Trustee for each Series, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the TIA at the times and in the manner provided pursuant to such act; provided that any such information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, the Company will file Act shall be filed with the SEC all information, documents and reports Trustee within 15 days after the same is so required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange ActSEC. Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is under this Section 4.2 are for informational purposes only and the Trustee’s receipt of such the foregoing shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall n▇▇▇ no liability or responsibility for the filing, timeliness or content of any such report.

SEC Reports. (a) The Company promptly will deliver to shall file with the Trustee, but in any event no later than Trustee within 15 days after the filing of the same it files them with the SEC, SEC copies of the quarterly and annual reports and of the information, documents documents, and other reports, if any, reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that If the Company may is not remain subject to the reporting requirements of such Section 13 or 15(d) of the Exchange Act, the Company will shall continue to file with the SEC all informationTrustee on the same timely basis such reports, information and other documents and reports required to be filed with the SEC as it would file if it were subject to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections requirements of Section 13 and or 15(d) of the Exchange Act. Notwithstanding The Company also shall comply with the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurredother provisions of TIA § 314(a). (b) Regardless So long as any of whether the Securities remain outstanding, the Company shall cause each annual, quarterly and other financial report mailed or otherwise furnished by it generally to stockholders to be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Securities maintained by the Registrar, in each case at the time of such mailing or furnishing to stockholders. If the Company is not required to furnish such annual or quarterly reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” comparable to those that which would have been required to appear in annual or quarterly reportsreports filed under Section 13 or 15(d) of the Exchange Act, to be delivered to so filed with the Trustee within 120 days after the end of each of the Company’s fiscal years and within 60 days after the Holdersend of each of the first three quarters of each such fiscal year and, after the date such reports are so required to be filed with the Trustee, to be furnished to any Holder upon such H▇▇▇▇▇’s request. (c) For so long as any The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Securities remain outstanding, the Company will make available Trustee may be required to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) deliver to Securityholders under the Securities Act during any period when the Company is not subject to this Section 13 or 15(d) under the Exchange Act. (d) 4.02. Delivery of such reports, information and documents to the Trustee 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 Officer’s Officers’ Certificates).

SEC Reports. (ai) The Company promptly will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reportsreports to be filed with the SEC pursuant to Section 13 or 15(d) of the 39 Exchange Act, if any, which whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that The Company (at its own expense) will file with the Trustee within 15 days after the Company files them with the SEC, 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 SEC may not remain subject by rules and regulations prescribe) which the Company files with the SEC pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, . Upon qualification of this Indenture under the Company will file with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. Notwithstanding the foregoingTIA, the Company shall be deemed to have delivered such information and reports also comply with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10provisions of TIA ss. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s 's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (ii) At the Company's expense, regardless of whether the Company is required to furnish such reports and other information referred to in paragraph (i) above to its equityholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after they file them with the SEC. (iii) The Company shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Company (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; PROVIDED, HOWEVER, that the Company shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (a) the date such Note (or any predecessor Note) was acquired from the Company or (b) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Company within the meaning of Rule 144 under the Securities Act.

SEC Reports. (a) The Company promptly will deliver to the Trustee, but in any event no later than 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 Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not remain be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will shall file with the SEC all information(subject to the first sentence of 4.02(b)), documents and reports required to be filed with promptly after such filing provide the SEC Trustee (and Holders, to the extent permitted, and provide not publicly available on the Trustee and SEC’s ▇▇▇▇▇ system or the Holders Company’s website) with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange ActAct and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. (b) If, at any time after the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act as a U.S. corporation, even 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 Section 4.02(a) with the SEC within the time periods required unless the SEC shall not accept such a filing. Notwithstanding The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC shall not accept such filings for any reason, the Company shall be deemed to have delivered such information and post the reports with respect to any period for which it has posted such information or reports specified in the preceding sentence on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever that would apply if the Company were required to determine whether any such filing or submission has occurredfile those reports with the SEC. (bc) Regardless At any time that any of whether the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.02(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. (d) In addition, at any time when the Company is required not subject to furnish such reports to its stockholders pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statementsfurnish to the Holders and to prospective investors, comparable to those which would have been upon the requests of such Holders, any information required to appear in annual or quarterly reports, to be delivered pursuant to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when so long as the Company is Securities are not subject to Section 13 or 15(d) freely transferable under the Exchange Securities Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SEC Reports. (a) The Company promptly Issuers will deliver to the Trustee, but in any event no later than 15 days after the filing of the same file with the SEC, copies of the quarterly and annual reports and of the SEC all information, documents and other reportsreports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, if anyin the case of the Company, which whether or not the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that , and in the Company may not remain case of Capital, only to the extent subject to such filing requirements. The Issuers (at their own expense) will file with the reporting requirements Trustee within 15 days after they file them with the SEC, 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 SEC may by rules and regulations prescribe) which the Issuers file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this Indenture under the TIA, the Company will file Issuers shall also comply with the SEC all information, documents and reports required to be filed with the SEC to the extent permitted, and provide the Trustee and the Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) provisions of the Exchange ActTIA Section 314(a). Notwithstanding the foregoing, the Company shall be deemed to have delivered such information and reports with respect to any period for which it has posted such information or reports on its website within the time periods specified in this Section 4.10. The Trustee will have no responsibility whatsoever to determine whether any such filing or submission has occurred. (b) Regardless of whether the Company is required to furnish such reports to its stockholders pursuant to the Exchange Act, the Company (at its own expense) shall cause its consolidated financial statements, comparable to those which would have been required to appear in annual or quarterly reports, to be delivered to the Trustee and the Holders. (c) For so long as any of the Securities remain outstanding, the Company will make available to any prospective purchaser of the Securities or beneficial owner of the Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act during any period when the Company is not subject to Section 13 or 15(d) under the Exchange Act. (d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s Issuers' compliance with any of its their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Officers' Certificates). (b) At the Issuers' expense, regardless of whether the Issuers are required to furnish such reports and other information referred to in paragraph (a) above to their equityholders pursuant to the Exchange Act, the Company shall cause such reports and other information to be mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar within 15 days after they file them with the SEC. (c) The Issuers shall, upon request, provide to any Holder of Notes or any prospective transferee of any such Holder any information concerning the Issuers (including financial statements) necessary in order to permit such Holder to sell or transfer Notes in compliance with Rule 144A under the Securities Act; provided, however, that the Issuers shall not be required to furnish such information in connection with any request made on or after the date which is two years from the later of (i) the date such Note (or any predecessor Note) was acquired from the Issuers or (ii) the date such Note (or any predecessor Note) was last acquired from an "affiliate" of the Issuers within the meaning of Rule 144 under the Securities Act.