THE
ISSUER MAY, AT ANY TIME, FOR THE PURPOSE OF OBTAINING A SATISFACTION AND
DISCHARGE OF THIS INDENTURE, OR FOR ANY OTHER REASON, PAY OR CAUSE TO BE PAID TO
THE TRUSTEE ALL SUMS HELD IN TRUST BY THE ISSUER OR ANY PAYING AGENT HEREUNDER
AS REQUIRED BY THIS SECTION 4.04, SUCH SUMS TO BE HELD BY THE TRUSTEE UPON THE
TRUSTS HEREIN CONTAINED AND UPON SUCH PAYMENT BY THE ISSUER OR ANY PAYING AGENT
TO THE TRUSTEE, THE ISSUER OR SUCH PAYING AGENT SHALL BE RELEASED FROM ALL
FURTHER LIABILITY WITH RESPECT TO SUCH SUMS.
(D)
ANYTHING IN THIS SECTION 4.04 TO THE CONTRARY NOTWITHSTANDING, THE
AGREEMENT TO HOLD SUMS IN TRUST AS PROVIDED IN THIS SECTION 4.04 IS SUBJECT TO
SECTION 11.02 AND SECTION 11.03.
The Trustee shall not be responsible for the actions of any other Paying Agents
(including the Issuer if acting as its own Paying Agent) and shall have no
control of any funds held by such other Paying Agents.
SECTION 4.05.
EXISTENCE.
SUBJECT TO ARTICLE 10, THE ISSUER WILL DO OR CAUSE TO
BE DONE ALL THINGS NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS
EXISTENCE AND RIGHTS (CHARTER AND STATUTORY); PROVIDED THAT THE ISSUER SHALL NOT
BE REQUIRED TO PRESERVE ANY SUCH RIGHT IF THE ISSUER SHALL DETERMINE THAT THE
PRESERVATION THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF ITS BUSINESS AND
THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO THE
NOTEHOLDERS.
SECTION 4.06.
[INTENTIONALLY OMITTED]
SECTION 4.07.
RULE 144A INFORMATION REQUIREMENT.
WITHIN THE PERIOD PRIOR TO
THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES THEREOF UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE ISSUER
COVENANTS AND AGREES THAT IT SHALL, DURING ANY PERIOD IN WHICH IT IS NOT SUBJECT
TO SECTION 13 OR 15(D) UNDER THE EXCHANGE ACT, MAKE AVAILABLE TO ANY HOLDER OR
BENEFICIAL HOLDER OF NOTES OR ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION
THEREOF WHICH CONTINUE TO BE RESTRICTED SECURITIES IN CONNECTION WITH ANY SALE
THEREOF AND ANY PROSPECTIVE PURCHASER OF NOTES OR SUCH SHARES OF COMMON STOCK
DESIGNATED BY SUCH HOLDER OR BENEFICIAL HOLDER, THE INFORMATION REQUIRED
PURSUANT TO RULE 144A(D)(4) UNDER THE SECURITIES ACT UPON THE REQUEST OF ANY
HOLDER OR BENEFICIAL HOLDER OF THE NOTES OR SUCH SHARES OF COMMON STOCK, ALL TO
THE EXTENT REQUIRED TO ENABLE SUCH HOLDER OR BENEFICIAL HOLDER TO SELL ITS NOTES
OR SHARES OF COMMON STOCK WITHOUT REGISTRATION UNDER THE SECURITIES ACT WITHIN
THE LIMITATION OF THE EXEMPTION PROVIDED BY RULE 144A.
26
SECTION 4.08.
STAY, EXTENSION AND USURY LAWS.
THE ISSUER COVENANTS (TO THE
EXTENT THAT IT MAY LAWFULLY DO SO) THAT IT SHALL NOT AT ANY TIME INSIST UPON,
PLEAD, OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF,
ANY STAY, EXTENSION OR USURY LAW OR OTHER LAW WHICH WOULD PROHIBIT OR FORGIVE
THE ISSUER FROM PAYING ALL OR ANY PORTION OF THE PRINCIPAL, PREMIUM, IF ANY, OR
INTEREST