Common use of Ongoing Reporting Clause in Contracts

Ongoing Reporting. (a) So long as the Notes are outstanding, the Company will furnish to the Trustee, within the time periods specified in the SEC’s rules and regulations, without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders); provided, however, that to the extent any reports are filed on the SEC’s website, such reports shall be deemed to be furnished to the Trustee and the Holders: (1) whether or not required by SEC rules and regulations, quarterly and annual reports of the Parent, containing substantially the same information required to be contained in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, as applicable, under the Exchange Act, including financial statements prepared in accordance with generally accepted accounting principles in the United States or, if permitted by the SEC, international financial reporting standards, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (except with respect to (i) guarantor financial statements, but including condensed information complying with Rule 3-10(d) of Regulation S-X of the SEC and (ii) financial statements required pursuant to Rule 3-16 of Regulation S-X of the SEC); provided, however, that only to the extent reasonably available, at any time that any of Parent’s Subsidiaries is an Unrestricted Subsidiary that is a Significant Subsidiary or would in combination with other Unrestricted Subsidiaries be a Significant Subsidiary, the quarterly and annual financial information required by this paragraph will include a presentation, either on the face of the financial statements, in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of Parent and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent; and (2) such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act, as in effect on the Closing Date. The Parent will also make available copies of all reports required by clauses (1) and (2) above on its website. (b) The Issuer will at all times comply with TIA §314(a).

Ongoing Reporting. (a) So long as the Notes are outstanding, the Company will furnish to the Trustee, within the time periods specified in the SEC’s rules and regulations, without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders); provided, however, that to the extent any reports are filed on the SEC’s website, such reports shall be deemed to be furnished to the Trustee and the Holders: (1) whether or not required by SEC rules and regulations, quarterly and annual reports of the Parent, containing substantially the same information required to be contained in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, as applicable, under the Exchange Act, including financial statements prepared in accordance with generally accepted accounting principles in the United States or, if permitted by the SEC, international financial reporting standards, GAAP and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (except with respect to (i) guarantor financial statements, but including condensed information complying with Rule 3-10(d) of Regulation S-X of the SEC and (ii) financial statements required pursuant to Rule 3-16 of Regulation S-X of the SEC); provided, however, that only to the extent reasonably available, at any time that any of Parent’s Subsidiaries is an Unrestricted Subsidiary that is a Significant Subsidiary or would in combination with other Unrestricted Subsidiaries be a Significant Subsidiary, the quarterly and annual financial information required by this paragraph will include a presentation, either on the face of the financial statements, in the footnotes thereto, or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of Parent and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent; and (2) such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act, as in effect on the Closing Date. The Parent will also make available copies of all reports required by clauses (1) and (2) above on its website. (b) The Issuer will at all times comply with TIA §314(a).

Ongoing Reporting. (a) So long as the Notes are outstanding, the Company will furnish to the Trustee, within the time periods specified in the SEC’s 's rules and regulations, without cost to the Trustee (who, at the Issuer’s 's expense, will furnish by mail to the Holders); provided, however, that to the extent any reports are filed on the SEC’s 's website, such reports shall be deemed to be furnished to the Trustee and the Holders: (1) whether or not required by SEC rules and regulations, quarterly and annual reports of the Parent, containing substantially the same information required to be contained in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, as applicable, under the Exchange Act, including financial statements prepared in accordance with generally accepted accounting principles in the United States or, if permitted by the SEC, international financial reporting standards, and a “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " (except with respect to (i) guarantor financial statements, but including condensed information complying with Rule 3-10(d) of Regulation S-X of the SEC and (ii) financial statements required pursuant to Rule 3-16 of Regulation S-X of the SEC); provided, however, that only to the extent reasonably available, at any time that any of Parent’s 's Subsidiaries is an Unrestricted Subsidiary that is a Significant Subsidiary or would in combination with other Unrestricted Subsidiaries be a Significant Subsidiary, the quarterly and annual financial information required by this paragraph will include a presentation, either on the face of the financial statements, in the footnotes thereto, or in “"Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” " or other comparable section, of the financial condition and results of operations of Parent and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Parent; and (2) such other reports containing substantially the same information required to be contained in a Current Report on Form 8-K under the Exchange Act, as in effect on the Closing Date. The Parent will also make available copies of all reports required by clauses (1) and (2) above on its website. (b) The Issuer will at all times comply with TIA §314(a).

Ongoing Reporting. (a) So long as the Notes are outstanding, the Company will furnish to the Trustee, within the time periods specified in the SEC’s rules and regulations, without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders) and, in each case of clauses (2) and (3) below, will post on its website (or make similar disclosure); provided, however, that to the extent any reports are filed on the SEC’s website or the Company’s website, such reports shall be deemed to be furnished to the Trustee and the Holdersholders: (1) whether for so long as the Company is a direct or not required by SEC rules indirect Subsidiary of New ListCo and regulations, quarterly and annual reports of the Parent, containing substantially the same information required to be contained in a Quarterly Report on Form 10-Q New ListCo (or any Successor Reporting Entity) files an Annual Report on Form 10-KK with the SEC, a copy of such Annual Report within 120 days after the end of New ListCo’s (or such Successor Reporting Entity’s) year end; (2) within 150 days after the end of each fiscal year ending subsequent to the Issue Date, an annual report of the Virgin Reporting Entity, containing the following information: (a) audited combined or consolidated balance sheets of the Virgin Reporting Entity as applicableof the end of the two most recent fiscal years and audited combined or consolidated income statements and statements of cash flow of the Virgin Reporting Entity for the three most recent fiscal years, under the Exchange Act, including financial statements in each case prepared in accordance with generally accepted accounting principles in the United States orGAAP, if permitted by the SEC, international including appropriate footnotes to such financial reporting standardsstatements, and a “Management’s Discussion report of the independent public accountants on the financial statements; (b) to the extent relating to such annual periods, an operating and Analysis financial review of Financial Condition and Results of Operations” (except with respect to (i) guarantor the audited financial statements, but including condensed information complying with Rule 3-10(d) of Regulation S-X a discussion of the SEC results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; and (iic) to the extent not included in the audited financial statements required pursuant to Rule 3-16 of Regulation S-X or operating and financial review, a description of the SEC)business, management and shareholders of the Company, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments; provided, however, that only such reports need not (i) contain any segment data other than as required under GAAP or, for so long as the Company is a direct or indirect Subsidiary of New ListCo, as provided by New ListCo (or any Successor Reporting Entity) in its financial reports with respect to the extent reasonably availableperiod presented or (ii) include any exhibits; (3) within 60 days after each of the first three fiscal quarters in each fiscal year, at a quarterly report of the Virgin Reporting Entity containing the following information: (a) unaudited consolidated financial statements of the Virgin Reporting Entity for such period, prepared in accordance with GAAP, and (b) an operating and financial review of such period including a discussion of the results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies, and material developments in the business of the Virgin Reporting Entity and its subsidiaries in such period and (c) information with respect to any time material acquisition or disposal during the period provided, however, that such reports need not contain any segment data other than as required under GAAP or, for so long as the Company is a direct or indirect Subsidiary of New ListCo, as provided by New ListCo (or any Successor Reporting Entity) in its financial reports with respect to the period presented; and (4) within 10 days after the occurrence of such event, information with respect to (a) any change in the independent public accountants of the Virgin Reporting Entity (unless such change is made in conjunction with a change in the auditor of the Ultimate Parent), (b) any material acquisition or disposal, and (c) any material development in the business of the Company and the Restricted Subsidiaries. (b) If the Company has designated any of Parent’s the Restricted Subsidiaries is an as Unrestricted Subsidiaries and any such Unrestricted Subsidiary that is a Significant Subsidiary or would in combination with other group of Unrestricted Subsidiaries be a constitute Significant SubsidiarySubsidiaries of the Company, then the annual and quarterly and annual financial information required by clauses (a)(2) and (a)(3) of this paragraph will covenant shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto, thereto or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable sectiona separate report delivered therewith, of the financial condition and results of operations of Parent the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of the such Unrestricted Subsidiaries of Parent; andSubsidiaries. (2c) If the Company elects to apply for all purposes of the Indenture, in lieu of GAAP, IFRS pursuant to the definition of GAAP, then the annual and quarterly information required by clauses (a)(2) and (a)(3) of this covenant shall include a reconciliation, either in the footnotes thereto or in a separate report delivered therewith, of such other IFRS presentation to the corresponding GAAP presentation of such financial information. (d) Notwithstanding the foregoing, the Company may satisfy its obligations under clauses (a)(2) and (a)(3) of this covenant by delivering the corresponding consolidated annual and quarterly reports containing substantially of VM FinanceCo or any Parent of VM FinanceCo. (e) To the same extent any material differences exist between the management, business, assets, shareholding or results of operations or financial condition of the Virgin Reporting Entity, VM FinanceCo or such Parent (as the case may be) and the Company, the annual and quarterly reports shall give a reasonably detailed description of such differences and include an unaudited reconciliation of the Company’s financial statements to Virgin Reporting Entity’s, VM FinanceCo’s or such Parent’s (as the case may be) financial statement; provided, however, that if the total revenues, Consolidated EBITDA or Total Assets of the Virgin Reporting Entity and its Subsidiaries, VM FinanceCo or such Parent (as the case may be) for any applicable period (on either a historical or pro forma basis) would deviate from any such measurement of the Company and the Restricted Subsidiaries by 5% or more, then a separate annual or quarterly report, as the case may be, shall be provided for the Company (in which case no report need be provided for the Virgin Reporting Entity, VM FinanceCo or such Parent (as the case may be)). (f) In addition, so long as the Notes remain outstanding and during any period during which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b) of the Exchange Act, the Issuer shall furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be contained in a Current Report on Form 8-K delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act, as in effect on the Closing Date. The Parent will also make available copies of all reports required by clauses (1) and (2) above on its website. (bg) The Issuer will at all times comply with TIA §314(a).

Ongoing Reporting. (a) So Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as the any Notes are remain outstanding, the Company will furnish provide to the Trustee and post on its website (if not filed with the Commission), the annual, quarterly and other periodic reports and 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, within 15 days after the times specified for the filing of the information, documents and reports under such Sections for “non-accelerated filers.” Notwithstanding the foregoing, this Section 3.16 will not require any financial statements or other information or disclosure required pursuant to Rule 3-10 of Regulation S-X under the Securities Act (or any successor provision). (b) For so long as any Notes remain outstanding, at any time when the Company is not subject to or is not current in its reporting obligations under Section 13 or 15(d) of the Exchange Act, the Company will make available, upon request, to any Holder and any prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act. (c) Delivery of such 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 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 covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (d) If at any time any direct or indirect parent of the Company is a Guarantor of the Notes, the Company will be deemed to be in compliance with this Section 3.16 with respect to the Notes if such direct or indirect parent delivers to the Trustee within the time periods specified in Section 3.16(c) copies of its annual reports and the SEC’s information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations, without cost regulations prescribe) which such direct or indirect parent is required to file with the Trustee Commission pursuant to Section 13 or 15(d) of the Exchange Act or which such direct or indirect parent would be required to file with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act. (who, at the Issuer’s expense, e) The Company will furnish by mail to the Holders); provided, however, that to the extent any reports are filed on the SEC’s website, such reports shall be deemed to be furnished to the Trustee and the Holders: (1) whether or not required by SEC rules and regulations, quarterly and annual reports of the Parent, containing substantially the same information required to be contained in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, as applicable, under the Exchange Act, including financial statements prepared in accordance compliance with generally accepted accounting principles in the United States or, if permitted by the SEC, international financial reporting standards, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (except this Section 3.16 with respect to (i) guarantor financial statementsthe Notes if the Company, but including condensed information complying with Rule 3-10(d) of Regulation S-X of the SEC and (ii) financial statements required pursuant to Rule 3-16 of Regulation S-X of the SEC); provided, however, that only to the extent reasonably available, or if at any time that any direct or indirect parent of Parent’s Subsidiaries is an Unrestricted Subsidiary that the Company is a Significant Subsidiary or would in combination with other Unrestricted Subsidiaries be a Significant Subsidiary, the quarterly and annual financial information required by this paragraph will include a presentation, either on the face Guarantor of the financial statementsNotes, in the footnotes thereto, such direct or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, indirect parent of the financial condition and results of operations of Parent Company, shall have filed such annual reports and the Restricted Subsidiaries separate from the financial condition information, documents and results of operations of the Unrestricted Subsidiaries of Parent; and (2) such other reports containing substantially with the same information required to be contained in a Current Report on Form 8-K under the Exchange ActCommission using its Electronic Data Gathering, as in effect on the Closing Date. The Parent will also make available copies of all reports required by clauses (1) Analysis and (2) above on its websiteRetrieval System or any successor system. (b) The Issuer will at all times comply with TIA §314(a).