Common use of Reports by the Issuer Clause in Contracts

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities Each of any series are Outstanding, the Issuer will furnish and the Guarantor covenants to file with the Trustee and to any Holders of Securities of such series who so requestTrustee, within 15 days after the Issuer or the Guarantor, as the 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 that the Issuer or the Guarantor may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. Reports, information and documents filed by the Issuer or the Guarantor with the Commission via the ▇▇▇▇▇ system will be deemed filed with the Trustee for purposes of this Section 3.07 as of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports, information and documents are filed via ▇▇▇▇▇. 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 actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or the Guarantor’s compliance with any of its covenants hereunder. hereunder (b) Whether or not required by as to which the CommissionTrustee is entitled to rely exclusively on Officer’s Certificates). Notwithstanding the foregoing, if any parent entity of the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) has filed with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required described in this Section 3.07 with respect to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year such parent entity of the Issuer, an officer’s certificate from the principal executive officerIssuer shall be deemed to be in compliance with the provisions of this Section 3.07; provided that, principal financial officer if such parent entity has material assets or principal accounting officer as operations other than those that are owned or operated by the Issuer and its subsidiaries, such parent entity will provide to his knowledge the Trustee and the Holders of the IssuerSecurities financial information that explains in reasonable detail the differences between the information relating to such parent entity, on the one hand, and the information relating to the Issuer and its subsidiaries, on the other hand. The Trustee shall have no obligation to determine if and when the reports, information and documents of the Issuer or the Guarantor are filed with the Commission via the ▇▇▇▇▇ system and available on the Commission’s compliance ▇▇▇▇▇ website. If the Guarantor ceases to be a reporting company with all conditions the Commission, it shall provide the Trustee with prompt written notification at that time and covenants under shall provide the Trustee with such reports, information and documents as set forth in this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this IndentureSection 3.07.”

Reports by the Issuer. (a) Whether or not required by The Issuer shall, at its own expense, promptly deliver to the Trustee, with copies to the Servicer and Special Servicer, copies of all reports and statements to be prepared hereunder and under the Mortgage and the Mezzanine Loan Agreement. (b) The Issuer shall file with the Trustee and the Commission, so long and transmit to Holders, such information, documents and other reports, and such summaries thereof, as any Securities of any series are Outstanding, the Issuer will furnish may be required pursuant to the Trustee Trust Indenture Act at the times and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information manner provided pursuant to such Act; PROVIDED that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file any such Formsinformation, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current documents or reports that would be required to be filed with the Commission on Form 8-K if pursuant to Section 13 or 15(d) of the Issuer were Exchange Act shall be filed with the Trustee within 15 days after the same is so required to file such reports. 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 Issuer’s compliance be filed with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, The Issuer shall furnish the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.Trustee: (di) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end execution and delivery of each fiscal year of the Issuerthis Indenture, an officer’s certificate from Opinion of Counsel either stating that in the principal executive officer, principal financial officer or principal accounting officer opinion of such counsel this Indenture and all other necessary statements and documents have been properly recorded and filed and all fees paid thereon so as to his knowledge make effective and fully perfected the lien intended to be created hereby and reciting the details of such action, or stating that in the Issuer’s compliance with all conditions opinion of such counsel no such action is necessary to make such lien effective; such Opinion of Counsel may contain appropriate assumptions, exceptions, qualifications and covenants under limitations; and 77 (ii) at least annually after the execution and delivery of this Indenture. For purposes , an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken with respect to the recording, filing, re-recording and refilling of this subsection (e)Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien of this Indenture and reciting the details of such compliance shall be determined without regard action, or stating that in the opinion of such counsel no such action is necessary to any period maintain such lien; such Opinion of grace or requirement of notice provided under this IndentureCounsel may contain appropriate assumptions, exceptions, qualifications and limitations.”

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public pubic availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuernot less than annually, an officer’s a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the CommissionSEC, so long as any Securities of any series Notes are Outstandingoutstanding, the Issuer will shall furnish to the Trustee and to any Holders of Securities of such series who so requestNotes as provided in Section 7.06, within 15 days of the time periods specified in the CommissionSEC’s rules and regulations:regulations (including any grace periods or extensions permitted by the SEC): (i1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuer were required to file such these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountantsregistered public accounting firm; and (ii2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuer were required to file such these reports. Delivery of such reportsIn addition, 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuer will shall file a copy of all of the information and reports referred to in Sections 4.3(a)(iclauses (1) and (ii2) above with the Commission SEC for public availability within the time periods specified in the CommissionSEC’s rules and regulations (unless the Commission SEC will not accept such a the filing) and make such the information available to securities analysts and prospective investors upon request. (c) . For so long as any Securities of any series Notes remain Outstandingoutstanding, the Issuer will shall furnish to the Holders of Securities of such series and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . Notwithstanding the foregoing, to the extent the Issuer files the information and reports referred to in clauses (d1) The Issuer will comply and (2) above with the requirements of Section 314 SEC and such information is publicly available (including, without limitation, on the SEC’s website), the Issuer shall be deemed to be in compliance with its obligations to furnish such information to the Trustee and the Holders of the Trust Indenture Act of 1939, as amendedNotes and to make such information available to securities analysts and prospective investors. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether Subject to Section 702(c), the Issuer shall file with the Trustee such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Legislation at the times and in the manner provided pursuant to Trust Indenture Legislation. Any such information, documents or reports required to be filed with Canadian securities regulatory authorities pursuant to the continuous disclosure requirements of Canadian securities laws or the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee, within 15 days after the Issuer is required to file the same with such securities regulatory authorities or the Commission, as the case may be. (b) Notwithstanding that the Issuer may not be required to remain subject to the continuous disclosure requirements of Canadian securities laws or the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, so long as any Securities of any series are Outstandingsubject to Section 702(c), the Issuer will furnish to shall provide the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulationsTrustee: (i) all quarterly and annual financial within 90 days after the end of each fiscal year, the information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountantsannual information form required to be provided under the laws of Canada or any province thereof to security holders of a company with securities listed on The Toronto Stock Exchange whether or not the Issuer has securities so listed; and (ii) all current reports that would be within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the information required to be contained in reports in the Issuer’s quarterly reports required to be provided under the laws of Canada or any province thereof to security holders of a company with securities listed on The Toronto Stock Exchange, whether or not the Issuer has any of its securities so listed. (c) Any such information filed by the Issuer with the Commission through the Commission’s E▇▇▇▇ database or filed and made publicly available on Form 8-K if The System for Electronic Document Analysis and Retrieval (SEDAR) maintained by the Issuer were required Canadian Securities Administrators shall be deemed to file have been provided to the Trustee for purposes of this Section 702 at the time of such reportsfiling through the E▇▇▇▇ database or on SEDAR, as the case may be. Such information will be prepared in accordance with U.S. or Canadian disclosure requirements, as applicable, and GAAP. 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 Issuer’s compliance with any of its covenants hereunderhereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) Whether or not required by the CommissionARTICLE 8 CONSOLIDATION, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain OutstandingMERGER, the Issuer will furnish to the Holders of Securities of such series and to prospective investorsCONVEYANCE, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”TRANSFER OR LEASE

Reports by the Issuer. (a) Whether or not required by Unless otherwise specified in the Commissionrelated Indenture Supplement, so long as any Securities of any series are Outstandingon each Settlement Date, the Issuer will furnish shall deliver to the Indenture Trustee or the Paying Agent and the Indenture Trustee or the Paying Agent, as the case may be, shall forward to any Holders each Investor Noteholder of Securities of such series who so request, within 15 days of each Outstanding Series the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, Monthly Settlement Statement with respect to the annual information onlysuch Series, with a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. Delivery of such reports, information and documents copy 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 Issuer’s compliance with any of its covenants hereunderRating Agencies. (b) Whether or not required by the CommissionAs soon as available, the Issuer will file a copy of all of the information and reports referred to but in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, event within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officerIssuer shall deliver to the Indenture Trustee or the Paying Agent and the Indenture Trustee or the Paying Agent, principal financial officer or principal accounting officer as the case may be, shall forward to his knowledge each Investor Noteholder of each Outstanding Series a copy of the Issuer’s compliance audited financial statements of the Issuer at the end of such year, prepared by independent certified public accountants of nationally recognized standing. (c) Unless otherwise specified in the related Indenture Supplement, on or before January 31 of each calendar year, beginning with all conditions calendar year 2007, the Indenture Trustee or the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was an Investor Noteholder of a Series of Investor Notes a statement prepared by or on behalf of the Issuer containing the information which is required to be contained in the Monthly Settlement Statements with respect to such Series of Investor Notes aggregated for such calendar year or the applicable portion thereof during which such Person was an Investor Noteholder, together with such other customary information (consistent with the treatment of the Investor Notes as debt) as the Issuer deems necessary or desirable to enable the Investor Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of the Issuer to prepare and covenants under this Indenture. For purposes of this subsection (e), such compliance the Indenture Trustee or the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be determined without regard deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Indenture Trustee or the Paying Agent pursuant to any period requirements of grace or requirement of notice provided under this Indenturethe Code as from time to time in effect.”

Reports by the Issuer. (a) Whether or not required by the Commission, For so long as any Securities are outstanding, if the Issuer is subject to Section 13(a) or 15(d) of the Exchange Act or any series are Outstandingsuccessor provision, the Issuer will furnish deliver to the Trustee the annual reports, quarterly reports and other documents which it is required to file with the Commission pursuant to Section 13(a) or 15(d) or any Holders of Securities of such series who so requestsuccessor provision, within 15 days after the date that the Issuer files the same with the Commission. If the Issuer is not subject to Section 13(a) or 15(d) of the time periods specified in Exchange Act or any successor provision, and for so long as any Securities are outstanding, the Commission’s rules and regulations: (i) all Issuer will deliver to the Trustee the quarterly and annual financial information statements and accompanying Item 303 of Regulation S-K disclosure (“management’s discussion and analysis of financial condition and results of operations”) that would be required to be contained in a filing with the Commission annual reports on Forms 10-Q and Form 10-K if the Issuer were required to file such Formsand quarterly reports on Form 10-Q, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andrespectively, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required was subject to file Section 13(a) or 15(d) of the Exchange Act or any successor provision, within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable Commission rules and regulations. Reports and other documents filed by the Issuer with the Commission and publicly available via the ▇▇▇▇▇ system or on the Issuer’s website will be deemed to be delivered to the Trustee as of the time such reportsfiling is publicly available via ▇▇▇▇▇ or on the Issuer’s website for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed or publicly available via ▇▇▇▇▇ or on the Issuer’s website. 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 Issuer’s its compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish relating to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of which the IssuerTrustee is entitled to rely exclusively on an Officer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (eCertificate), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities Notes of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities Notes of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public pubic availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (ed) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuernot less than annually, an officer’s a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (ed), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuernot less than annually, an officer’s a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the CommissionSEC, so long as any Securities of any series Notes are Outstandingoutstanding, the Issuer will shall furnish to the Trustee and to any Holders of Securities of such series who so requestNotes as provided in Section 7.06, within 15 days of the time periods specified in the CommissionSEC’s rules and regulations:regulations (including any grace periods or extensions permitted by the SEC): (i1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuer were required to file such these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountantsregistered public accounting firm; and (ii2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuer were required to file such these reports. Delivery of such reportsIn addition, 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether whether or not required by the CommissionSEC, the Issuer will shall file a copy of all of the information and reports referred to in Sections 4.3(a)(iclauses (1) and (ii2) above with the Commission SEC for public availability within the time periods specified in the CommissionSEC’s rules and regulations (unless the Commission SEC will not accept such a the filing) and make such the information available to securities analysts and prospective investors upon request. (c) . For so long as any Securities of any series Notes remain Outstandingoutstanding, the Issuer will shall furnish to the Holders of Securities of such series and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . Notwithstanding the foregoing, to the extent the Issuer files the information and reports referred to in clauses (d1) The Issuer will comply and (2) above with the requirements of Section 314 SEC and such information is publicly available (including, without limitation, on the SEC’s website), the Issuer shall be deemed to be in compliance with its obligations to furnish such information to the Trustee and the Holders of the Trust Indenture Act of 1939, as amendedNotes and to make such information available to securities analysts and prospective investors. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities Notes of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities Notes of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public pubic availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (ed) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (ed), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, For so long as any Securities are outstanding, if the Issuer is subject to Section 13(a) or 15(d) of the Exchange Act or any series are Outstandingsuccessor provision, the Issuer will furnish deliver to the Trustee the annual reports, quarterly reports and other documents which it is required to file with the Commission pursuant to Section 13(a) or 15(d) or any Holders of Securities of such series who so requestsuccessor provision, within 15 fifteen (15) days after the date that the Issuer files the same with the Commission. If the Issuer is not subject to Section 13(a) or 15(d) of the time periods specified in Exchange Act or any successor provision, and for so long as any Securities are outstanding, the Commission’s rules and regulations: (i) all Issuer will deliver to the Trustee the quarterly and annual financial information statements and accompanying Item 303 of Regulation S-K (“management’s discussion and analysis of financial condition and results of operations”) disclosure that would be required to be contained in a filing with the Commission annual reports on Forms Form 10-K and quarterly reports on Form 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required was subject to file Section 13(a) or 15(d) of the Exchange Act or any successor provision, within fifteen (15) days of the filing date that would be applicable to the Issuer at that time pursuant to applicable Commission rules and regulations. Reports and other documents filed with the Commission and publicly available via the ▇▇▇▇▇ system or the Company’s website will be deemed to be delivered to the Trustee as of the time of such reportsfiling is publicly available via ▇▇▇▇▇ or on the Company’s website for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed or are publicly available via ▇▇▇▇▇ or on the Company’s website. 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 Issuer’s its compliance with any of its the covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish relating to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of which the IssuerTrustee is entitled to rely exclusively on an Officer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (eCertificate), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the CommissionSEC, so long as any Securities of any series Notes are Outstandingoutstanding, the Issuer will shall furnish to the Trustee and to any Holders of Securities of such series who so requestNotes as provided in Section 7.06, within 15 days of the time periods specified in the CommissionSEC’s rules and regulations:regulations (including any grace periods or extensions permitted by the SEC): (i1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K if the Issuer were required to file such these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountantsregistered public accounting firm; and (ii2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuer were required to file such these reports. Delivery of such reportsIn addition, 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether whether or not required by the CommissionSEC, so long as any Notes are outstanding, the Issuer will shall file a copy of all of the information and reports referred to in Sections 4.3(a)(iclauses (1) and (ii2) above with the Commission SEC for public availability within the time periods specified in the CommissionSEC’s rules and regulations (unless the Commission SEC will not accept such a the filing) and make such the information available to securities analysts and prospective investors upon request. (c) . For so long as any Securities of any series Notes remain Outstandingoutstanding, the Issuer will shall furnish to the Holders of Securities of such series and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . Notwithstanding the foregoing, to the extent the Issuer files the information and reports referred to in clauses (d1) The Issuer will comply and (2) above with the requirements of Section 314 of SEC and such information is publicly available (including, without limitation, on the Trust Indenture Act of 1939SEC’s website), as amended. (e) The the Issuer will shall be deemed to be in compliance with its obligations to furnish such information to the Trustee, within 90 days after Trustee and the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as Holders and to his knowledge of the Issuer’s compliance with all conditions make such information available to securities analysts and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indentureprospective investors.”

Reports by the Issuer. (a) Whether or not required by the CommissionSEC, so long as any Securities of any series Notes are Outstanding, the Issuer Parent Guarantor will furnish to the Trustee and to any the Holders of Securities of such series who so requestNotes, or, to the extent permitted by the SEC, file electronically with the SEC through the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) within 15 days of the time periods specified in the CommissionSEC’s rules and regulations: (i1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K if the Issuer Parent Guarantor were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountantsreports; and (ii2) all current reports that would be required to be filed with the Commission SEC on Form 8-K if the Issuer Parent Guarantor were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, and such Unrestricted Subsidiaries, individually or not taken together, would constitute a Significant Subsidiary, then the quarterly and annual financial information required by the Commissionpreceding paragraph will include a reasonably detailed presentation, either on the Issuer will file a copy of all face of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified financial statements or in the Commissionfootnotes thereto, and in Management’s rules Discussion and regulations (unless Analysis of Financial Condition and Results of Operations, of the Commission will not accept such a filing) financial condition and make such information available to securities analysts results of operations of the Parent Guarantor and prospective investors upon requestits Restricted Subsidiaries excluding the Unrestricted Subsidiaries. (c) For so long as any Securities of any series Notes remain Outstandingoutstanding and constitute “restricted securities” under Rule 144, the Issuer Parent Guarantor will furnish to the Holders holders of Securities of such series the Notes, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with Delivery of reports, information and documents to the requirements of Trustee under this Section 314 703 is for informational purposes only and the Trustee’s receipt of the Trust Indenture Act foregoing shall not constitute actual or constructive notice of 1939any information contained therein or determinable from information contained therein, as amended. (e) The Issuer will furnish to which the Trustee, within 90 days after the end of each fiscal year Trustee is entitled to conclusively rely on an Officers’ Certificate of the Issuer. ARTICLE EIGHT CONSOLIDATION, an officer’s certificate from the principal executive officerMERGER, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e)CONVEYANCE, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”TRANSFER OR LEASE

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities Notes of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities Notes of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public pubic availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (ed) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuernot less than annually, an officer’s a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (ed), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not The Issuer, as would be required by the Commission, so long as any Securities of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days Section 314(a) of the time periods specified in Trust Indenture Act if this Indenture were qualified under the Commission’s rules and regulationsTrust Indenture Act, shall: (i) all quarterly file with the Trustee, within 15 days after the Issuer is required to file the same with the SEC, copies of the annual reports and annual financial information that of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act of; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee, in accordance with rules and regulations prescribed from time to time by the SEC, 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; (ii) file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC such additional information, documents and reports with respect to compliance by the SEC with the conditions and covenants of the Indentures as would be required from time to be contained in a filing with time by such rules and regulations if this Indenture were qualified under the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountantsTrust Indenture Act; and (iiiii) transmit by mail to all current holders of Notes within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports that would be required to be filed with the Commission on Form 8-K if by the Issuer were required pursuant to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. paragraphs (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(ii) and (ii) with the Commission for public availability within the time periods specified in the Commission’s of this Section as would be required by rules and regulations (unless prescribed from time to time by the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) SEC if this Indenture were qualified under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amendedAct. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, so long as any Securities of any series are Outstanding, the Issuer will furnish to the Trustee and to any Holders of Securities of such series who so request, within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent accountants; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.”

Reports by the Issuer. (a) Whether or not required by the Commission, so So long as any Securities of any series are Outstandingoutstanding, the Issuer will furnish shall provide to the Trustee and and, upon request, to any Holders of Securities beneficial owners of such series who so request, Securities a copy of all of the information and reports referred to below: (i) within 15 days of after the time periods period specified in the Commission’s rules and regulations:regulations for non-accelerated filers, annual reports of the Reporting Entity for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if the Reporting Entity had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the Commission; (iii) within 15 days after the time period specified in the Commission’s rules and regulations for non-accelerated filers, quarterly reports of the Reporting Entity for such fiscal quarter containing the information that would have been required to be 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 the extent permitted to be 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 quarterly and annual financial of the information that would be required to be contained filed in a filing with Current Report on Form 8-K under the Commission Exchange Act on Forms 10-Q the Issue Date pursuant to Sections 1, 2 and 104, 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 Issuer were 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 Issuer or any direct or indirect parent of the Issuer 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 Issuer and its Affiliates, taken as a whole. If at any time the Issuer or any direct or indirect parent of the Issuer has made a good faith determination to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, registration statement with the Commission with respect to a public offering of such Person’s Capital Stock, the annual Issuer shall not be required to disclose any information onlyor take any actions that, a report on in the annual financial statements by good faith view of the Issuer, would violate the securities laws or the Commission’s independent accountants; and “gun jumping” rules or otherwise have an adverse effect on such public offering. Notwithstanding the foregoing, (a) the Issuer (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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 Issuer, (ii) Prime Borrower or (iii) any direct or indirect parent of Prime Borrower (any such entity described in clause (i), (ii) or (iii), a “Reporting Entity”), so long as, in the case of (iii), either (a) such direct or indirect parent of Prime Borrower 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 current of the Equity Interests in, and its management of the Prime Borrower or (b) such direct or indirect parent of Prime Borrower is or becomes a guarantor of the Securities; provided, that, if the financial information so furnished relates to such direct or indirect parent of Prime Borrower pursuant to (iii)(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 Prime Borrower 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, the Issuer 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 Issuer (or the website of any direct or indirect parent of the Issuer) or on IntraLinks or any comparable online data system or website. (b) The Issuer or any direct or indirect parent of the Issuer, 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 such conference call, the Issuer or any direct or indirect parent of the Issuer, including for the avoidance of 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 Issuer will be deemed to have furnished such reports referred to above to the Trustee and holders if the Issuer or a Reporting Entity has filed such reports with the Commission via the ▇▇▇▇▇ filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 6.04 shall be deemed satisfied by the posting of reports that would be required to be filed with provided to the Commission holders on Form 8-K if the Issuer were required to file such reportsIssuer’s website (or the website of any direct or indirect parent of the Issuer, including for the avoidance of doubt the Reporting Entity). 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 Issuer’s compliance with any of its covenants hereunder. (b) Whether or not required by the Commission, the Issuer will file a copy of all of the information and reports referred to in Sections 4.3(a)(i) and (ii) with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. (c) For so long as any Securities of any series remain Outstanding, the Issuer will furnish to the Holders of Securities of such series and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will comply with the requirements of Section 314 of the Trust Indenture Act of 1939, as amended. (e) The Issuer will furnish to the Trustee, within 90 days after the end of each fiscal year of the Issuer, an officer’s certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the IssuerPrime Borrower’s compliance with all conditions and covenants under this Indenture. For purposes of this subsection (e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this IndentureSection 8.04.”