(a) in no event will such reports be required to comply with Section 302, Section 404
or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307, 308 and 308T of Regulation S-K;
(b) in no event will such
reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Company, the Guarantors or other Subsidiaries the shares of which may be pledged to secure the Notes or any
Guarantee that would be required under (i) Section 3-09 of Regulation S-X or (ii) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC;
(c) in no event with such reports be required to comply with Items 402 (except that such reports will be required to present executive
compensation and beneficial ownership information only to the extent that and in the same general style of presentation as such information is included in and presented in a customary Rule 144A offering memorandum for a company not subject to
Section 13 or 15(d) of the Exchange Act) of Regulation S-K promulgated by the SEC;
(d) in no event shall such reports be required to
include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K (other than agreements evidencing material Indebtedness, agreements evidencing material acquisitions or dispositions, or historical and pro
forma financial statements); and
(e) in no event will such reports be required to comply with Regulation G under the Exchange Act or
Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein.
will make available such information and such reports to the Trustee under this Indenture, to any Holder of Notes and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website, on Intralinks or any
comparable password-protected online data system that will require a confidentiality acknowledgment, and will make such information readily available to any Holder of Notes, any bona fide prospective investor in the Notes (which prospective
investors will be limited to qualified institutional buyers within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Company), any bona fide securities analyst (to the
extent providing analysis of investment in the Notes to investors and prospective investors therein) or any bona fide market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any
comparable password-protected online data system that will require a confidentiality acknowledgment; provided, the Company will post such information thereon and make readily available any password or other login information to any such holder of
Notes, prospective investor, securities analyst or market maker.
Notwithstanding the foregoing, the Company will be deemed to have
furnished such reports referred to above to the Trustee and the holders of the Notes if it has filed (or, in the case of a Form 8-K, furnished) such reports with the SEC via the EDGAR filing system and such reports are publicly available.
The Company shall participate in quarterly conference calls (which may be a single conference call together with investors holding other
securities or loans of the Company and/or its Restricted Subsidiaries) to discuss operating results and related matters. The Company shall issue a press release which will provide the date and time of any such call and will direct Holders of the
Notes, prospective investors and securities analysts to contact the investor relations office of the Company to obtain access to the conference call.