Common use of Ongoing Reporting Clause in Contracts

Ongoing Reporting. (a) 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 any Notes remain outstanding, the Company will 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) The Company will be deemed to be in compliance with this Section 3.16 with respect to the Notes if the Parent (or any successor thereto) delivers to the Trustee, files with the Commission, or posts on its website (if not filed with the Commission) within the time periods specified in Section 3.16(a) copies of its annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which such direct or indirect parent is required to file with the 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, provided that, where the annual or quarterly financial statements of the Parent, on a consolidated basis, do not, in the reasonable judgment of the Company, in all material respects reflect the financial position of the Company, on a consolidated basis, for such relevant period, the Company shall further and within the time periods specified above deliver to the Trustee, file with the Commission or post on its website (if not filed with the Commission) reconciliations, whether in narrative format or otherwise, between the financial statements of the Parent and the financial position of the Company, on a consolidated basis, for such relevant period. The Trustee shall have no duty or obligation to monitor whether or not such reconciliations shall be required and the Trustee may conclusively presume that no such reconciliations shall be required to be delivered and if any such reconciliations have been delivered to the Trustee, the Trustee shall have no duty or obligation to examine them or pass upon them. The Trustee shall have no duty or obligation to monitor whether or not any such filings with the Commission or postings on its website have been made and may conclusively presume that the filings or posting have been made within the required time periods.

Ongoing Reporting. (a) 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 any Notes remain outstanding, the Company will provide to the Trustee (who, at the Company’s expense, will furnish by mail to the Holders) 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 SectionsSections 13 and 15(d), 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) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (5) of Section 6.1(a) until 120 days after the date any report hereunder is due. (d) 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). (de) The 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 the Parent (such direct or any successor thereto) indirect parent delivers to the Trustee, files with the Commission, or posts on its website (if not filed with the Commission) Trustee within the time periods specified in Section 3.16(a3.16(c) copies of its annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which such direct or indirect parent is required to file with the 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. (f) The Company will be deemed to be in compliance with this Section 3.16 with respect to the Notes if the Company, provided that, where the annual or quarterly financial statements if at any time any direct or indirect parent of the ParentCompany is a Guarantor of the Notes, on a consolidated basis, do not, in the reasonable judgment such direct or indirect parent of the Company, in all material respects reflect shall have filed such annual reports and the financial position of the Companyinformation, on a consolidated basis, for such relevant period, the Company shall further documents and within the time periods specified above deliver to the Trustee, file other reports with the Commission using its Electronic Data Gathering, Analysis and Retrieval System or post on its website (if not filed with the Commission) reconciliations, whether in narrative format or otherwise, between the financial statements of the Parent and the financial position of the Company, on a consolidated basis, for such relevant period. The Trustee shall have no duty or obligation to monitor whether or not such reconciliations shall be required and the Trustee may conclusively presume that no such reconciliations shall be required to be delivered and if any such reconciliations have been delivered to the Trustee, the Trustee shall have no duty or obligation to examine them or pass upon them. The Trustee shall have no duty or obligation to monitor whether or not any such filings with the Commission or postings on its website have been made and may conclusively presume that the filings or posting have been made within the required time periodssuccessor system.

Ongoing Reporting. (a) 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 any Notes remain outstanding, the Company will provide to the Trustee (who, at the Company’s expense, will furnish by mail to the Holders) 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 SectionsSections 13 and 15(d), 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) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (5) of Section 6.1(a) until 120 days after the date any report hereunder is due. (d) 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) The Company will be deemed to be in compliance with this Section 3.16 with respect to the Notes if the Parent (or any successor thereto) delivers to the Trustee, files with the Commission, or posts on its website (if not filed with the Commission) within the time periods specified in Section 3.16(a) copies of its annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which such direct or indirect parent is required to file with the 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, provided that, where the annual or quarterly financial statements of the Parent, on a consolidated basis, do not, in the reasonable judgment of the Company, in all material respects reflect the financial position of the Company, on a consolidated basis, for such relevant period, the Company shall further and within the time periods specified above deliver to the Trustee, file with the Commission or post on its website (if not filed with the Commission) reconciliations, whether in narrative format or otherwise, between the financial statements of the Parent and the financial position of the Company, on a consolidated basis, for such relevant period. The Trustee shall have no duty or obligation to monitor whether or not such reconciliations shall be required and the Trustee may conclusively presume that no such reconciliations shall be required to be delivered and if any such reconciliations have been delivered to the Trustee, the Trustee shall have no duty or obligation to examine them or pass upon them. The Trustee shall have no duty or obligation to monitor whether or not any such filings with the Commission or postings on its website have been made and may conclusively presume that the filings or posting have been made within the required time periods.