FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY AND ITS
SUBSIDIARIES) AND, WITH RESPECT TO THE ANNUAL INFORMATION ONLY, A REPORT THEREON
BY THE COMPANY'S CERTIFIED INDEPENDENT ACCOUNTANTS; AND
41
(2)
ALL CURRENT REPORTS THAT WOULD BE REQUIRED TO BE FILED WITH THE
COMMISSION ON FORM 8-K IF THE COMPANY WERE REQUIRED TO FILE SUCH REPORTS, IN
EACH CASE WITHIN THE TIME PERIODS SPECIFIED IN THE COMMISSION'S RULES AND
REGULATIONS.
In addition, whether or not required by the rules and regulations of the
Commission, the Company shall file a copy of all such information and reports
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.
In addition, the Company has agreed that,
for so long as any Notes remain outstanding, it will furnish to the Holders 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.
SECTION 4.04.
COMPLIANCE CERTIFICATE.
THE COMPANY SHALL DELIVER TO THE
TRUSTEE, WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR, AN OFFICERS'
CERTIFICATE STATING THAT A REVIEW OF THE ACTIVITIES OF THE COMPANY AND ITS
SUBSIDIARIES DURING THE PRECEDING FISCAL YEAR HAS BEEN MADE UNDER THE
SUPERVISION OF THE SIGNING OFFICERS WITH A VIEW TO DETERMINING WHETHER THE
COMPANY HAS KEPT, OBSERVED, PERFORMED AND FULFILLED THEIR OBLIGATIONS UNDER THIS
INDENTURE, AND FURTHER STATING, AS TO EACH SUCH OFFICER SIGNING SUCH
CERTIFICATE, THAT TO THE BEST OF HIS OR HER KNOWLEDGE THE COMPANY HAS KEPT,
OBSERVED, PERFORMED AND FULFILLED EACH AND EVERY COVENANT CONTAINED IN THIS
INDENTURE AND IS NOT IN DEFAULT IN THE PERFORMANCE OR OBSERVANCE OF ANY OF THE
TERMS, PROVISIONS AND CONDITIONS OF THIS INDENTURE (OR, IF A DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED, DESCRIBING ALL SUCH DEFAULTS OR EVENTS OF DEFAULT
OF WHICH HE OR SHE MAY HAVE KNOWLEDGE AND WHAT ACTION THE COMPANY IS TAKING OR
PROPOSES TO TAKE WITH RESPECT THERETO) AND THAT TO THE BEST OF HIS OR HER
KNOWLEDGE NO EVENT HAS OCCURRED AND REMAINS IN EXISTENCE BY REASON OF WHICH
PAYMENTS ON ACCOUNT OF THE PRINCIPAL OF OR INTEREST, IF ANY, ON THE NOTES IS
PROHIBITED OR IF SUCH EVENT HAS OCCURRED, A DESCRIPTION OF THE EVENT AND WHAT
ACTION THE COMPANY IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO.
The Company shall, so long as any of the Notes are outstanding, promptly deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.
SECTION 4.05.
TAXES.
THE COMPANY SHALL PAY, AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO PAY, PRIOR TO DELINQUENCY, ALL MATERIAL TAXES, ASSESSMENTS, AND
GOVERNMENTAL LEVIES EXCEPT SUCH AS ARE CONTESTED IN