Financial Reports The Company shall, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding under this Indenture, the Company shall furnish to the Holders and the Trustee the following information, such information, in each case, to comply in all material respects with the applicable requirements of the specified form:
(a) within 90 days after the end of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained in an annual report on Form 10-K, or any successor or comparable form, filed by the Company with the Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the annual financial statements by the Company’s independent registered public accounting firm;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or if such day is not a Business Day, on the next succeeding Business Day), all financial information that would be required to be contained in a quarterly report on Form 10-Q, or any successor or comparable form, filed by the Company with the Commission, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and financial statements prepared in accordance with GAAP; and
(c) all information required by current reports that would be required to be filed with the Commission by the Company on Form 8-K, or any successor or comparable form, if the Company were required to file such reports, in each case within five Business Days of the date on which time periods specified in the Commission’s rules and regulations. In addition, the Company shall, for so long as any Notes remain outstanding and constitute “restricted securities” under Rule 144 under the Securities Act, furnish to the Holders of the Notes, beneficial owners and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So long as any Notes remain outstanding, the Company will also (i) within 15 Business Days after furnishing to the Trustee the annual and quarterly reports required by clauses (a) and (b) above, hold a conference call to discuss such reports and the results of operations for the relevant reporting period (which may be a single conference call together with investors and lenders holding other securities (including equity securities) or Indebtedness of the Company and/or its Restricted Subsidiaries) and (ii) post to its website or on IntraLinks or any comparable password-protected online data system, which will require a confidentiality acknowledgment, with a copy delivered to the Trustee, prior to the date of the conference call required to be held in accordance with clause (i) of this sentence, announcing the time and date of such conference call and either including all information necessary to access the call or informing holders, prospective investors, market makers affiliated with any initial purchaser and securities analysts how they can obtain such information, including, without limitation, the applicable password or other login information. The Company will be deemed to have furnished such information referred to above (including the immediately preceding paragraph) to the Trustee and the holders if the Company or any direct or indirect parent of the Company has filed such information with the Commission via the XXXXX (or successor) filing system and such information is publicly available. Delivery of such information and reports to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive or actual notice of any information contained therein or determinable from the information contained therein, including our compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the filing, timeliness or content of such information or reports. The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s compliance with the covenants or with respect to any reports or other documents filed with the SEC or XXXXX or the Company’s website under this Indenture, or participate in any conference calls. To the extent any such reports referred to in clauses (a) through (c) under this Section 4.17 is not so filed or furnished, as applicable, within the time periods specified above and such reports are subsequently filed or furnished, as applicable, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.
Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);
