Common use of Reports by the Issuers Clause in Contracts

Reports by the Issuers. Each Issuer shall: (1) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which such Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if such Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by such Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; (3) transmit or cause to be transmitted by mail to all Holders of each particular series of Securities, as their names and addresses appear in the Security Register, (a) as promptly as reasonably practicable following the furnishing of the same to its stockholders, such Issuer's annual report to stockholders, containing certified financial statements, and any other financial reports which such Issuer generally furnishes to its stockholders, and (b) within 30 days after the filing thereof with the Trustee, such summaries of any other information, documents and reports required to be filed by such Issuer pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; and (4) furnish to the Trustee, within 30 days of each anniversary of the issuance of a series of Securities, a brief certificate from such Issuer's principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of such Issuer's compliance with all conditions and covenants under this Indenture. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Such certificate need not comply with Section 1.02.

Reports by the Issuers. Each Issuer shall(a) So long as any Securities are outstanding, the Issuers shall provide to the Trustee and, upon request, to beneficial owners of such Securities a copy of all of the information and reports referred to below: (1i) file with the Trustee, within 15 days after the Issuer is required to file the same with time period specified in the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by ’s rules and regulations prescribe) which for non-accelerated filers, annual reports of the Reporting Entity for such Issuer may be fiscal year containing the information that would have been required to file with be contained in an annual report on Form 10-K (or any successor or comparable form) if the Commission pursuant to Section 13 or Section 15(d) of Reporting Entity had been a reporting company under the Exchange Act; or, if such Issuer is not required except to file information, documents or reports pursuant the extent permitted to either of said Sections, then it shall file with the Trustee and be excluded by the Commission, ; (ii) within 15 days after the time period specified in accordance with the Commission’s rules and regulations prescribed from time to time by the Commissionfor non-accelerated filers, such quarterly reports of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of Reporting Entity for such fiscal quarter containing 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; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by such Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; (3) transmit or cause to be transmitted by mail to all Holders of each particular series of Securities, as their names and addresses appear in the Security Register, (a) as promptly as reasonably practicable following the furnishing of the same to its stockholders, such Issuer's annual report to stockholders, containing certified financial statements, and any other financial reports which such Issuer generally furnishes to its stockholders, and (b) within 30 days after the filing thereof with the Trustee, such summaries of any other information, documents and reports information that would have been required to be filed by such Issuer pursuant contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to paragraphs (1) and (2) of this Section as may the extent permitted to be required by rules and regulations prescribed from time to time excluded by the Commission; and (iii) within 15 days after the time period specified in the Commission’s rules and regulations for filing current reports on Form 8-K, current reports of the Reporting Entity containing substantially all of the information that would be required to be filed in a Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02 (a) (d) (other than compensation information), 5.03(b) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act; provided, however, that no such current reports shall be required to be furnished if the Issuers or any direct or indirect parent of the Issuers determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations, financial position or prospects of the Issuers and their Affiliates, taken as a whole. If at any time the Company or any direct or indirect parent of the Company has made a good faith determination to file a registration statement with the Commission with respect to a public offering of such Person’s Capital Stock, the Company shall not be required to disclose any information or take any actions that, in the good faith view of the Company, would violate the securities laws or the Commission’s “gun jumping” rules or otherwise have an adverse effect on such public offering. Notwithstanding the foregoing, (a) the Issuers (and the applicable Reporting Entity) shall not be required to furnish any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, or (ii) Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any such successor or comparable forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions and exclusions consistent with the presentation of financial and other information in the offering memorandum for the Offered Securities (including the documents incorporated by reference therein) or otherwise consistent with this Indenture and shall not be required to present compensation or beneficial ownership information. The financial statements, information and other documents required to be provided as described above, may be those of (i) the Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as, in the case of (ii), either (a) such direct or indirect parent of the Company will not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of the Company or (b) such direct or indirect parent of the Company is or becomes a guarantor of the Securities; provided, that, if the financial information so furnished relates to such direct or indirect parent of the Company pursuant to (ii)(a) above, the same is accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to the Issuers and the guarantors of the Securities on a standalone but consolidated basis, on the other hand. In addition to providing such information to the Trustee, within 30 days the Issuers will make available to the Holders, prospective investors and securities analysts the information required to be provided pursuant to clauses (i), (ii) or (iii) of this Section 6.04, by posting such information to the website of the Issuers (or the website of any direct or indirect parent of the Issuers) or on IntraLinks or any comparable online data system or website. (b) The Issuers or any direct or indirect parent of the Issuers, including for the avoidance of doubt the Reporting Entity, will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the operative date of this Indenture, for all holders and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information required by clauses (a)(i) and (a)(ii) of this Section 6.04, and prior to the date of each anniversary such conference call, the Issuers or any direct or indirect parent of the issuance Issuers, including for the avoidance of a series doubt the Reporting Entity, will announce the time and date of such conference call and either include all information necessary to access the call in such announcement or inform the Holders of the Securities, prospective investors and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information (if applicable). (c) Notwithstanding the foregoing, the Issuers will be deemed to have furnished such reports referred to above to the Trustee and holders if the Issuers or a brief certificate from Reporting Entity has filed such Issuer's principal executive officerreports with the Commission via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, principal financial officer or principal accounting officer as to his or her knowledge of such Issuer's compliance with all conditions and covenants under this Indenture. For purposes the requirements of this paragraph, such compliance Section 6.04 shall be determined without regard deemed satisfied by the posting of reports that would be required to be provided to the holders on the Issuers’ website (or the website of any period direct or indirect parent of grace or requirement the Issuers, including for the avoidance of notice provided under this Indenture. Such certificate need not comply with Section 1.02doubt the Reporting Entity).

Reports by the Issuers. Each Issuer shallof the Issuers covenants: (1a) to file with the Trustee, within 15 days after the such Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) ), if any, which such Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if such Issuer TEL is not required to file information, documents or reports pursuant to either of said such Sections, then it shall to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act Act, in respect of a debt security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2b) to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by such Issuer with the conditions and covenants of provided for in this Indenture as may be required from time to time by such rules and regulations; (3c) to transmit or cause to be transmitted by mail to all the Holders of each particular series of Securities, as their names and addresses appear in the Security Register, (a) as promptly as reasonably practicable following the furnishing of the same to its stockholders, such Issuer's annual report to stockholders, containing certified financial statements, and any other financial reports which such Issuer generally furnishes to its stockholders, and (b) Securities within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 4.4(c), such summaries of any other information, documents and reports required to be filed by such Issuer pursuant to paragraphs subsections (1a) and (2b) of this Section 4.3 as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission; and (4d) to furnish to the Trustee, within 30 days of each anniversary of the issuance of a series of Securitiesnot less than annually, a brief certificate from such Issuer's the principal executive officer, principal financial officer or principal accounting officer of such Issuer as to his or her knowledge of such Issuer's compliance with all conditions and covenants under this Indenture. For purposes of this paragraphsubsection (d), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Such certificate need not comply with Section 1.02.

Reports by the Issuers. Each Issuer shall: (1) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which such Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if such Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by such Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; (3) transmit or cause to be transmitted by mail to all Holders of each particular series of Securities, as their names and addresses appear in the Security Register, (a) as promptly as reasonably practicable following the furnishing of the same to its stockholders, such Issuer's annual report to stockholders, containing certified financial statements, and any other financial reports which such Issuer generally furnishes to its stockholders, and (b) within 30 days after the filing thereof with the Trustee, such summaries of any other information, documents and reports required to be filed by such Issuer pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; and (4) furnish to the Trustee, within 30 days of each anniversary of the issuance of a series of Securities, a brief certificate from such Issuer's principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of such Issuer's compliance with all conditions and covenants under this Indenture. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Such certificate need not comply with Section 1.02.. ARTICLE 8

Reports by the Issuers. Each Issuer shallof the Issuers covenants: (1a) to file with the Trustee, within 15 days after the such Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) ), if any, which such Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if such Issuer TEL is not required to file information, documents or reports pursuant to either of said such Sections, then it shall to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a debt security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2b) to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by such Issuer with the conditions and covenants of provided for in this Indenture as may be required from time to time by such rules and regulations; (3c) to transmit or cause to be transmitted by mail to all the Holders of each particular series of Securities, as their names and addresses appear in the Security Register, (a) as promptly as reasonably practicable following the furnishing of the same to its stockholders, such Issuer's annual report to stockholders, containing certified financial statements, and any other financial reports which such Issuer generally furnishes to its stockholders, and (b) Securities within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 4.4(c), such summaries of any other information, documents and reports required to be filed by such Issuer pursuant to paragraphs subsections (1a) and (2b) of this Section 4.3 as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission; and (4d) to furnish to the Trustee, within 30 days of each anniversary of the issuance of a series of Securitiesnot less than annually, a brief certificate from such Issuer's the principal executive officer, principal financial officer of such Issuer or principal accounting officer as to his or her knowledge of such Issuer's compliance with all conditions and covenants under this Indenture. For purposes of this paragraphsubsection (d), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Such certificate need not comply with Section 1.02.

Reports by the Issuers. Each Issuer shall(a) So long as any Securities are outstanding, the Issuers shall provide to the Trustee and, upon request, to beneficial owners of such Securities a copy of all of the information and reports referred to below: (1i) file with the Trustee, within 15 days after the Issuer is required to file the same with time period specified in the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by ’s rules and regulations prescribe) which for non-accelerated filers, annual reports of the Reporting Entity for such Issuer may be fiscal year containing the information that would have been required to file with be contained in an annual report on Form 10-K (or any successor or comparable form) if the Commission pursuant to Section 13 or Section 15(d) of Reporting Entity had been a reporting company under the Exchange Act; or, if such Issuer is not required except to file information, documents or reports pursuant the extent permitted to either of said Sections, then it shall file with the Trustee and be excluded by the Commission, ; (ii) within 15 days after the time period specified in accordance with the Commission’s rules and regulations prescribed from time to time by the Commissionfor non-accelerated filers, such quarterly reports of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of Reporting Entity for such fiscal quarter containing 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; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by such Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; (3) transmit or cause to be transmitted by mail to all Holders of each particular series of Securities, as their names and addresses appear in the Security Register, (a) as promptly as reasonably practicable following the furnishing of the same to its stockholders, such Issuer's annual report to stockholders, containing certified financial statements, and any other financial reports which such Issuer generally furnishes to its stockholders, and (b) within 30 days after the filing thereof with the Trustee, such summaries of any other information, documents and reports information that would have been required to be filed by such Issuer pursuant contained in a quarterly report on Form 10-Q (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to paragraphs (1) and (2) of this Section as may the extent permitted to be required by rules and regulations prescribed from time to time excluded by the Commission; and (4iii) within 15 days after the time period specified in the Commission’s rules and regulations for filing current reports on Form 8-K, current reports (a) (d) (other than compensation information), 5.03(b) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if the Reporting Entity had been a reporting company under the Exchange Act; provided, however, that no such current reports shall be required to be furnished if the Issuers or any direct or indirect parent of the Issuers determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations, financial position or prospects of the Issuers and their Affiliates, taken as a whole. If at any time the Company or any direct or indirect parent of the Company has made a good faith determination to file a registration statement with the Commission with respect to a public offering of such Person’s Capital Stock, the Company shall not be required to disclose any information or take any actions that, in the good faith view of the Company, would violate the securities laws or the Commission’s “gun jumping” rules or otherwise have an adverse effect on such public offering. Notwithstanding the foregoing, (a) the Issuers (and the applicable Reporting Entity) shall not be required to furnish any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K, or (ii) Item 10(e) of Regulation S-K promulgated by the Commission with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K, Form 10-Q or Form 8-K (or any such successor or comparable forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions and exclusions consistent with the presentation of financial and other information in the offering memorandum for the Offered Securities (including the documents incorporated by reference therein) or otherwise consistent with this Indenture and shall not be required to present compensation or beneficial ownership information. The financial statements, information and other documents required to be provided as described above, may be those of (i) the Company or (ii) any direct or indirect parent of the Company (any such entity described in clause (i) or (ii), a “Reporting Entity”), so long as, in the case of (ii), either (a) such direct or indirect parent of the Company will not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than its direct or indirect ownership of all of the Equity Interests in, and its management of the Company or (b) such direct or indirect parent of the Company is or becomes a guarantor of the Securities; provided, that, if the financial information so furnished relates to such direct or indirect parent of the Company pursuant to (ii)(a) above, the same is accompanied by a reasonably detailed description of the quantitative differences between the information relating to such parent, on the one hand, and the information relating to the Issuers and the guarantors of the Securities on a standalone but consolidated basis, on the other hand. In addition to providing such information to the Trustee, within 30 days the Issuers will make available to the Holders, prospective investors and securities analysts the information required to be provided pursuant to clauses (i), (ii) or (iii) of this Section 6.04, by posting such information to the website of the Issuers (or the website of any direct or indirect parent of the Issuers) or on IntraLinks or any comparable online data system or website. (b) The Issuers or any direct or indirect parent of the Issuers, including for the avoidance of doubt the Reporting Entity, will also hold quarterly conference calls, beginning with the first full fiscal quarter ending after the operative date of this Indenture, for all holders and securities analysts to discuss such financial information no later than ten Business Days after the distribution of such information required by clauses (a)(i) and (a)(ii) of this Section 6.04, and prior to the date of each anniversary such conference call, the Issuers or any direct or indirect parent of the issuance Issuers, including for the avoidance of a series doubt the Reporting Entity, will announce the time and date of such conference call and either include all information necessary to access the call in such announcement or inform the Holders of the Securities, prospective investors and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information (if applicable). (c) Notwithstanding the foregoing, the Issuers will be deemed to have furnished such reports referred to above to the Trustee and holders if the Issuers or a brief certificate from Reporting Entity has filed such Issuer's principal executive officerreports with the Commission via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, principal financial officer or principal accounting officer as to his or her knowledge of such Issuer's compliance with all conditions and covenants under this Indenture. For purposes the requirements of this paragraph, such compliance Section 6.04 shall be determined without regard deemed satisfied by the posting of reports that would be required to be provided to the holders on the Issuers’ website (or the website of any period direct or indirect parent of grace or requirement the Issuers, including for the avoidance of notice provided under this Indenture. Such certificate need not comply with Section 1.02doubt the Reporting Entity).