Common use of Reports by Company and Guarantor Clause in Contracts

Reports by Company and Guarantor. The issuing Company and the Guarantor, as applicable, shall file with the Trustee and the Commission, and transmit to the Holders, such information, documents and other reports, and such summaries thereof, in each case, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission. Notwithstanding the foregoing, all required information, documents and other reports, and such summaries thereof, referred to in this Section 7.04 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information, documents, other reports or summaries are publicly filed with the Commission via the Commission’s ▇▇▇▇▇ filing system (or any successor system). For purposes of clarification, the foregoing sentence does not impose on the Trustee any duty to search for or obtain any electronic or other filings that the issuing Company or the Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such information, documents, other reports and summaries thereof, to the Trustee is for informational purposes only, and shall not constitute a representation or warranty by any of the Companies or the Guarantor, as applicable, as to the accuracy or completeness of such information, documents, other reports or summaries thereof. The Trustee’s receipt of such information, documents, other reports and summaries thereof shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including any Company’s or the Guarantor’s compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports by Company and Guarantor. The issuing Company and the Guarantor, as applicable, shall file with the Trustee and the Commission, and transmit to the Holders, such information, documents and other reports, and such summaries thereof, in each case, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission. Notwithstanding the foregoing, all required information, documents and other reports, and such summaries thereof, referred to in this Section 7.04 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information, documents, other reports or summaries are publicly filed with the Commission via the Commission’s ▇▇▇▇▇ filing system (or any successor system). For purposes of clarification, the foregoing sentence does not impose on the Trustee any duty to search for or obtain any electronic or other filings that the issuing Company or the Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such information, documents, other reports and summaries thereof, to the Trustee is for informational purposes only, and shall not constitute a representation or warranty by any of the Companies or the Guarantor, as applicable, as to the accuracy or completeness of such information, documents, other reports or summaries thereof. The Trustee’s receipt of such information, documents, other reports and summaries thereof shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including any Company’s or the Guarantor’s compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Reports by Company and Guarantor. (a) The issuing Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b). (b) The Guarantor shall furnish to each of (i) if the Trustee is not also the Property Trustee, the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) the Purchaser and (iv) any beneficial owner of the Securities reasonably identified to the Guarantor (which identification may be made either by such beneficial owner or by the Purchaser) and (v) any designee of (i), (ii), (iii) or (iv) above, a duly completed and executed officer’s financial certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished by the Guarantor not later than forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Guarantor and not later than ninety (90) days after the end of each fiscal year of the Guarantor, as or, if applicable, shall such shorter respective periods as may then be required by the Commission for the filing by the Guarantor of quarterly reports on Form 10-Q and annual reports on Form 10-K. The delivery requirements under this Section 7.3(b) may be satisfied by compliance with Section 8.16(b) of the Trust Agreement. (c) If the Company and/or the Guarantor intends to file its annual and quarterly information with the Trustee Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and transmit to Retrieval (“E▇▇▇▇”) system, the Holders, such information, documents and other reports, and such summaries thereof, in each case, as may be required pursuant to Company and/or the Trust Indenture Act at Guarantor shall notify the times and Trustee in the manner provided pursuant prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the E▇▇▇▇ system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the Company and/or the Guarantor of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if applicable. The Trustee shall be filed with the Trustee within 15 days after the same is filed with the Commission. Notwithstanding the foregoing, all required information, documents and other reports, and such summaries thereof, referred to in this Section 7.04 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information, documents, other reports or summaries are publicly filed with the Commission via the Commission’s ▇▇▇▇▇ filing system (or any successor system). For purposes of clarification, the foregoing sentence does not impose on the Trustee any have no duty to search for or obtain any electronic or other filings that the issuing Company or the Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such informationreports, documents, other reports information and summaries thereof, documents to the Trustee is pursuant to this Section 7.3(c) shall be solely for informational purposes onlyof compliance with this Section 7.3(c) and, and if applicable, with Section 314(a) of the Trust Indenture Act, but shall not constitute a representation relieve the Company or warranty by any the Guarantor of the Companies or requirement to deliver the Guarantor, as applicable, as certificate referred to the accuracy or completeness of such information, documents, other reports or summaries thereofin Section 7.3(b). The Trustee’s receipt of such informationreports, documents, other reports information and summaries thereof documents shall not constitute constructive notice to it of the content thereof or actual notice or knowledge of any information contained therein or matter determinable from information contained thereinthe content thereof, including any the Company’s or and/or the Guarantor’s compliance with any of their respective its covenants hereunder (hereunder, as to which the Trustee is entitled to rely exclusively on upon Officers’ Certificates).

Reports by Company and Guarantor. The issuing For so long as the Notes are Outstanding, the Company and the Guarantor shall: (1) file with the Trustee, within 15 days after the Company or the Guarantor, as applicable, 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 the Company or the Guarantor, as applicable, may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if neither the Company nor the Guarantor is 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 transmit regulations prescribed from time to time by the HoldersCommission and unless such filing is not permitted under the Exchange Act or by the Commission, such of the supplementary and periodic information, documents and other reports, and such summaries thereof, in each case, as reports which may be required pursuant to Section 13 of the Trust Indenture Exchange Act at 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. All reports, information and documents described in this clause (1) and filed by the times and in Company or the manner provided Guarantor with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (▇▇▇▇▇) system or any successor system shall be deemed to be filed with the Trust Indenture Act; provided that Trustee. The Trustee has no responsibility or liability to determine whether any such filing shall have occurred; (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 the Company and the Guarantor with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (3) transmit by mail, first-class, postage prepaid, or by overnight courier guaranteeing next day delivery (and, at its option, electronically), to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed with by the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission. Notwithstanding the foregoing, all required information, documents and other reports, and such summaries thereof, referred to in this Section 7.04 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information, documents, other reports or summaries are publicly filed with the Commission via the Commission’s ▇▇▇▇▇ filing system (or any successor system). For purposes of clarification, the foregoing sentence does not impose on the Trustee any duty to search for or obtain any electronic or other filings that the issuing Company or the Guarantor makes with pursuant to clauses (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. The Company will be deemed to have satisfied such requirements if Guarantor files and provides reports, regardless documents and information of whether the types otherwise so required, in each case within the applicable time periods, and the Company is not required to file such reports, documents and information separately under the applicable rules and regulations of the Commission (after giving effect to any exemptive relief) because of the filings are periodic, supplemental or otherwiseby the Guarantor. Delivery of such informationreports, documents, other reports information and summaries thereof, documents to the Trustee is for informational purposes only, only and shall not constitute a representation or warranty by any of the Companies or the Guarantor, as applicable, as to the accuracy or completeness of such information, documents, other reports or summaries thereof. The Trustee’s receipt of such information, documents, other reports and summaries thereof shall not constitute constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including any the Company’s or and the Guarantor’s compliance with any of their respective covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates and Guarantor’s Officers’ Certificates).

Reports by Company and Guarantor. (a) The issuing Company shall furnish, or shall cause the Guarantor to furnish, to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth in the preceding sentence may be satisfied by compliance with Section 7.3(b). (b) The Company shall furnish, and shall cause the Guarantor to furnish, to each of (i) the Trustee, (ii) the Holders, and to subsequent holders of Securities, (iii) the Collateral Manager and (iv) any beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by the Collateral Manager), a duly completed and executed certificate of the Company and the Guarantor substantially and substantively in the form attached hereto as Exhibit A, including the consolidated financial statements referenced in such Exhibit, which certificate and financial statements shall be so furnished not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Guarantor and not later than ninety (90) days after the end of each fiscal year of the Guarantor, as applicable, . The annual full fiscal year financial statements required to be delivered in accordance with this Section 7.3(b) shall be audited by a reputable independent certified public accounting firm. (c) If the Company and/or the Guarantor intends to file its annual and quarterly information with the Trustee Securities and Exchange Commission (the “Commission”) in electronic form pursuant to Regulation S-T of the Commission using the Commission’s Electronic Data Gathering, Analysis and transmit to Retrieval (“▇▇▇▇▇”) system, the Holders, such information, documents and other reports, and such summaries thereof, in each case, as may be required pursuant to Company and/or the Trust Indenture Act at Guarantor shall notify the times and Trustee in the manner provided pursuant prescribed herein of each such annual and quarterly filing. The Trustee is hereby authorized and directed to access the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is filed with the Commission. Notwithstanding the foregoing, all required information, documents and other reports, and such summaries thereof, referred to in this Section 7.04 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information, documents, other reports or summaries are publicly filed with the Commission via the Commission’s ▇▇▇▇▇ filing system (or any successor system). For for purposes of clarification, retrieving the financial information so filed. Compliance with the foregoing sentence does not impose on shall constitute delivery by the Company and the Guarantor of its financial statements to the Trustee any in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or obtain any electronic or other filings that the issuing Company or and/or the Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of such informationreports, documents, other reports information and summaries thereof, documents to the Trustee is pursuant to this Section 7.3(c) shall be solely for informational purposes onlyof compliance with this Section 7.3(c) and, and shall not constitute a representation or warranty by any if applicable, with section 314(a) of the Companies or the Guarantor, as applicable, as to the accuracy or completeness of such information, documents, other reports or summaries thereofTrust Indenture Act. The Trustee’s receipt of such informationreports, documents, other reports information and summaries thereof documents shall not constitute constructive notice to it of the content thereof or actual notice or knowledge of any information contained therein or matter determinable from information contained thereinthe content thereof, including any the Company’s or and/or the Guarantor’s compliance with any of their respective its covenants hereunder (hereunder, as to which the Trustee is entitled to rely exclusively on upon Officers’ Certificates. (d) For purposes of this Section 7.3, “Collateral Manager” means, initially, Taberna Capital Management, LLC, having an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇▇▇▇▇ (or such other address and notice party so designated by Taberna Capital Management, LLC, and, after written notice delivered to the Trustee and the Company by Holders owning a majority in aggregate principal amount of Outstanding Securities, such successor representative of the Holders so designated in such notice; provided that there shall only be one such Holder’s representative at any one time).

Reports by Company and Guarantor. The issuing Company and or the Guarantor, if applicable, shall: (a) file with the Trustee, within 15 days after the Company or the Guarantor, as applicablethe case may be, 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 the Company or the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company or the Guarantor is not required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and transmit regulations prescribed from time to time by the HoldersCommission, such of the supplementary and periodic information, documents and other reports, and such summaries thereof, in each case, as reports which may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall in respect of a security listed and registered on a national securities exchange as may be filed with the Trustee within 15 days after the same is filed with the Commission. Notwithstanding the foregoing, all required information, documents prescribed from time to time in such rules and other reports, and such summaries thereof, referred to in this Section 7.04 shall be deemed filed with the Trustee and transmitted to the Holders at the time such information, documents, other reports or summaries are publicly filed with the Commission via the Commission’s ▇▇▇▇▇ filing system (or any successor system). For purposes of clarification, the foregoing sentence does not impose on the Trustee any duty to search for or obtain any electronic or other filings that the issuing Company or the Guarantor makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwiseregulations. Delivery of such informationreports, documents, other reports information and summaries thereof, documents to the Trustee is for informational purposes only, only and shall not constitute a representation or warranty by any of the Companies or the Guarantor, as applicable, as to the accuracy or completeness of such information, documents, other reports or summaries thereof. The Trustee’s receipt of such information, documents, other reports and summaries thereof shall not constitute actual or constructive or actual notice or knowledge of any information contained therein or determinable from information contained therein, including any the Company’s or the Guarantor’s compliance with any of their respective its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificatesan Officer’s Certificate); (b) 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 the Company with the conditions and covenants of this Subordinated Debt Securities Indenture as may be required from time to time by such rules and regulations. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive 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 an Officer’s Certificate); and (c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.