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.
