Common use of Reports; Rule 144A Information Clause in Contracts

Reports; Rule 144A Information. (a) The Guarantor will file with the Trustee, within 15 days after it is required to file the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Any such report, information or document that the Guarantor files with the Commission through the XXXXX system (or any successor thereto) will be deemed to be delivered to the Trustee for the purposes of this Section 5.06 at the time of such filing through the XXXXX system (or such successor thereto). (b) At any time that either the Company or the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Securities, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Securities pursuant to Rule 144A. The Company will take such further action as any holder or beneficial owner of such Securities or Common Shares may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Securities or Common Shares in accordance with Rule 144A. (c) Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports; Rule 144A Information. (a) The Guarantor will file with Company shall deliver to the Trustee, within 15 calendar days after it the Company is required to file the same with the CommissionSEC, 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) that it the Company is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act. Any The filing of these reports with the SEC through its XXXXX database within the time periods for filing the same under the Exchange Act (taking into account any applicable grace periods provided thereunder) shall satisfy the Company’s obligation to furnish such reportreports to the Trustee. The Company shall promptly notify the Trustee in writing if the Company fails to file any such reports. The Trustee shall have no responsibility to determine whether such filing of these reports has occurred. In the absence of such notification, the Trustee shall be entitled to presume that such filings were made. Delivery of such reports, information or document that the Guarantor files with the Commission through the XXXXX system (or any successor thereto) will be deemed to be delivered and documents to the Trustee is for informational purposes only and the purposes of this Section 5.06 at the time Trustee’s receipt of such filing through shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the XXXXX system Company’s compliance with any of its covenants hereunder (or such successor theretoas to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) At any time that either the The Company or the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shallNotes or any shares of Company Common Stock issuable upon conversion thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and the Company shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Securities, Notes or any shares of Company Common Stock issuable upon conversion of such Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (to the extent such information is not available in the XXXXX database) to facilitate the resale of such Securities Notes or shares of Company Common Stock pursuant to Rule 144A. 144A under the Securities Act (“Rule 144A”). The Company will shall take such further action as any holder Holder or beneficial owner of such Securities or Common Shares Notes may reasonably request to the extent from time to time required to enable such holder Holder or beneficial owner to sell such Securities Notes or shares of the Company Common Shares Stock in accordance with Rule 144A. (c) Delivery of any 144A, as such reports, information and documents rule may be amended from time to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)time.

Reports; Rule 144A Information. (a) The Guarantor will file with Issuer shall deliver to the Trustee, within 15 calendar days after it the Guarantor is required to file the same with the CommissionSEC (taking into account any applicable grace periods provided thereunder), 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) that it the Guarantor is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange ActAct (excluding any such information, document or reports, or portions thereof, subject to confidential treatment and any correspondence with the SEC). Any The filing of these reports with the SEC through its XXXXX database within the time periods for filing the same under the Exchange Act (taking into account any applicable grace periods provided thereunder) shall satisfy the Issuer’s obligation to furnish such reportreports to the Trustee. The Issuer shall promptly notify the Trustee in writing if the Guarantor fails to file any such reports. The Trustee shall have no responsibility to determine whether such filing of these reports has occurred. In the absence of such notification, the Trustee shall be entitled to presume that such filings were made. Delivery of such reports, information or document that the Guarantor files with the Commission through the XXXXX system (or any successor thereto) will be deemed to be delivered and documents to the Trustee is for informational purposes only and the purposes of this Section 5.06 at the time Trustee’s receipt of such filing through shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the XXXXX system Issuer’s or the Guarantor’s compliance with any of its respective covenants hereunder (or such successor theretoas to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (b) At any time that either the Company or The Issuer and the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shallNotes or any Common Shares issuable upon exchange thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly, upon written request, provide to the Trustee, any Holder, beneficial owner or prospective purchaser of such Securities, Notes or any Common Shares issuable upon exchange of such Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (to the extent such information is not available in the XXXXX database) to facilitate the resale of such Securities Notes or Common Shares pursuant to Rule 144A. The Company will take such further action as any holder or beneficial owner of such Securities or Common Shares may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Securities or Common Shares in accordance with Rule 144A. (c) Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports; Rule 144A Information. (a) The Guarantor will file with Issuer shall deliver to the Trustee, within 15 calendar days after it the Guarantor is required to file the same with the CommissionSEC (taking into account any applicable grace periods provided thereunder), 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) that it the Guarantor is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange ActAct (excluding any such information, document or reports, or portions thereof, subject to confidential treatment and any correspondence with the SEC). Any The filing of these reports with the SEC through its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) within the time periods for filing the same under the Exchange Act (taking into account any applicable grace periods provided thereunder) shall satisfy the Issuer’s obligation to furnish such reportreports to the Trustee. The Issuer shall promptly notify the Trustee in writing if the Guarantor fails to file any such reports. The Trustee shall have no responsibility to determine whether such filing of these reports has occurred. In the absence of such notification, the Trustee shall be entitled to presume that such filings were made. Delivery of such reports, information or document that the Guarantor files with the Commission through the XXXXX system (or any successor thereto) will be deemed to be delivered and documents to the Trustee is for informational purposes only and the purposes of this Section 5.06 at the time Trustee’s receipt of such filing through shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the XXXXX system Issuer’s or the Guarantor’s compliance with any of its respective covenants hereunder (or such successor theretoas to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (b) At any time that either the Company or The Issuer and the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shallNotes or any Common Shares issuable upon exchange thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly, upon written request, provide to the Trustee, any Holder, beneficial owner or prospective purchaser of such Securities, Notes or any Common Shares issuable upon exchange of such Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (to the extent such information is not available in the XXXXX database) to facilitate the resale of such Securities Notes or Common Shares pursuant to Rule 144A. The Company will take such further action as any holder or beneficial owner of such Securities or Common Shares may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Securities or Common Shares in accordance with Rule 144A. (c) Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports; Rule 144A Information. (a) The Guarantor will file with Issuer shall deliver to the Trustee, within 15 calendar days after it the Company is required to file the same with the CommissionSEC (taking into account any applicable grace periods provided thereunder), 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) that it the Company is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange ActAct (excluding any such information, document or reports, or portions thereof, subject to confidential treatment and any correspondence with the SEC). Any The filing of these reports with the SEC through its XXXXX database within the time periods for filing the same under the Exchange Act (taking into account any applicable grace periods provided thereunder) shall satisfy the Issuer’s obligation to furnish such reportreports to the Trustee. The Issuer shall promptly notify the Trustee in writing if the Company fails to file any such reports. The Trustee shall have no responsibility to determine whether such filing of these reports has occurred. In the absence of such notification, the Trustee shall be entitled to presume that such filings were made. Delivery of such reports, information or document that the Guarantor files with the Commission through the XXXXX system (or any successor thereto) will be deemed to be delivered and documents to the Trustee is for informational purposes only and the purposes of this Section 5.06 at the time Trustee’s receipt of such filing through shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the XXXXX system Issuer’s or any Guarantor’s compliance with any of its respective covenants hereunder (or such successor theretoas to which the Trustee is entitled to rely exclusively on Officer’s Certificates). (b) At any time that either The Issuer and the Company or the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shallNotes or any shares of Company Common Stock issuable upon exchange thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly, upon written request, provide to the Trustee, any Holder, beneficial owner or prospective purchaser of such Securities, Notes or any shares of Company Common Stock issuable upon exchange of such Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (to the extent such information is not available in the XXXXX database) to facilitate the resale of such Securities Notes or shares of Company Common Stock pursuant to Rule 144A. The Company will take such further action as any holder or beneficial owner of such Securities or Common Shares may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Securities or Common Shares in accordance with Rule 144A. (c) Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports; Rule 144A Information. (a) The Guarantor will file with Company shall deliver to the Trustee, within 15 calendar days after it the Company is required to file the same with the CommissionSEC, 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) that it the Company is required to file with the Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act. Any such report, information or document that the Guarantor files The filing of these reports with the Commission SEC through its XXXXX database within the XXXXX system time periods for filing the same under the Exchange Act (or taking into account any successor theretoapplicable grace periods provided thereunder) will be deemed shall satisfy the Company’s obligation to be delivered furnish such reports to the Trustee. The Company shall promptly notify the Trustee for in writing if the purposes of this Section 5.06 at Company fails to file any such reports. In the time absence of such filing through notification, the XXXXX system (or Trustee shall be entitled to presume that such successor thereto)filings were made. (b) At any time that either the The Company or the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shallNotes or any shares of Common Stock issuable upon conversion thereof will, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, promptly provide to the Trustee and the Company shall, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Securities, Notes or any shares of Common Stock issuable upon conversion of such Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Securities Notes or shares of Common Stock pursuant to Rule 144A. The Company will take such further action as any holder or beneficial owner of such 144A under the Securities or Common Shares may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Securities or Common Shares in accordance with Act (“Rule 144A.144A”). (c) Delivery of any such reports, information and documents to the Trustee shall be is for informational information purposes only, only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

Reports; Rule 144A Information. (a) The Guarantor will file with the Trustee, within 15 days after it is required to file the same with the Commission, copies of the quarterly and annual reports and of the information, documents and other reports, if any, that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. Any such report, information or document that the Guarantor files with the Commission through the XXXXX system (or any successor thereto) will be deemed to be delivered to the Trustee for the purposes of this Section 5.06 at the time of such filing through the XXXXX system (or such successor thereto). (b) At any time that either the Company or the Guarantor is not subject to Section 13 or 15(d) of the Exchange Act, the Company or the Guarantor, as the case may be, shall, so long as any of the Securities shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon written request, provide to any Holder, beneficial owner or prospective purchaser of such Securities, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Securities pursuant to Rule 144A. The Company will take such further action as any holder or beneficial owner of such Securities or Common Shares may reasonably request to the extent from time to time required to enable such holder or beneficial owner to sell such Securities or Common Shares in accordance with Rule 144A. (c) Delivery of any such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s and the Guarantor’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).