TRUSTEE OR AN AFFILIATE OF THE TRUSTEE,
REGISTRAR OR CO-REGISTRAR) WHERE NOTES MAY BE SURRENDERED FOR REGISTRATION OF
TRANSFER OR EXCHANGE AND WHERE NOTICES AND DEMANDS TO OR UPON THE ISSUERS IN
RESPECT OF THE NOTES AND THIS INDENTURE MAY BE SERVED.
THE ISSUERS SHALL GIVE
PROMPT WRITTEN NOTICE TO THE TRUSTEE OF THE LOCATION, AND ANY CHANGE IN THE
LOCATION, OF SUCH OFFICE OR AGENCY.
IF AT ANY TIME THE ISSUERS SHALL FAIL TO
MAINTAIN ANY SUCH REQUIRED OFFICE OR AGENCY OR SHALL FAIL TO FURNISH THE TRUSTEE
WITH THE ADDRESS THEREOF, SUCH PRESENTATIONS, SURRENDERS, NOTICES AND DEMANDS
MAY BE MADE OR SERVED AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE.
(B)
THE ISSUERS MAY ALSO FROM TIME TO TIME
DESIGNATE ONE OR MORE OTHER OFFICES OR AGENCIES WHERE THE NOTES MAY BE PRESENTED
OR SURRENDERED FOR ANY OR ALL SUCH PURPOSES AND MAY FROM TIME TO TIME RESCIND
SUCH DESIGNATIONS; PROVIDED, HOWEVER, THAT NO SUCH DESIGNATION OR RESCISSION
SHALL IN ANY MANNER RELIEVE THE ISSUERS OF THEIR OBLIGATION TO MAINTAIN AN
OFFICE OR AGENCY FOR SUCH PURPOSES.
THE ISSUERS SHALL GIVE PROMPT WRITTEN
NOTICE TO THE TRUSTEE OF ANY SUCH DESIGNATION OR RESCISSION AND OF ANY CHANGE IN
THE LOCATION OF ANY SUCH OTHER OFFICE OR AGENCY.
(C)
THE ISSUERS HEREBY DESIGNATE THE CORPORATE
TRUST OFFICE OF THE TRUSTEE AS ONE SUCH OFFICE OR AGENCY OF THE ISSUERS IN
ACCORDANCE WITH SECTION 2.03 HEREOF.
SECTION 4.03.
REPORTS.
(A)
WHETHER OR NOT REQUIRED BY THE RULES AND
REGULATIONS OF THE COMMISSION, SO LONG AS ANY NOTES OF A SERIES ARE OUTSTANDING,
THE ISSUERS SHALL FURNISH TO THE HOLDERS OF NOTES OF SUCH
35
SERIES 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
ISSUERS 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 THEREON BY THE CERTIFIED PUBLIC
ACCOUNTANTS OF THE ISSUERS; PROVIDED, HOWEVER, THAT TO THE EXTENT SUCH REPORTS
ARE FILED WITH THE COMMISSION AND PUBLICLY AVAILABLE, NO ADDITIONAL COPIES NEED
BE PROVIDED TO HOLDERS OF THE NOTES OR THE TRUSTEE.
THE ISSUERS SHALL ALSO
COMPLY WITH THE PROVISIONS OF TIA §314(A).
(B)
THE ISSUERS SHALL PROVIDE THE TRUSTEE WITH A
SUFFICIENT NUMBER OF COPIES OF ALL REPORTS AND OTHER DOCUMENTS AND INFORMATION
THAT THE TRUSTEE MAY BE REQUIRED TO DELIVER TO THE HOLDERS OF THE NOTES UNDER
THIS SECTION 4.03.
(C)
THE ISSUERS WILL BE DEEMED TO HAVE
SATISFIED THE REQUIREMENTS OF PARAGRAPH (A) AND (B) ABOVE IF (I) ANY PARENT
FILES AND PROVIDES REPORTS, DOCUMENTS AND INFORMATION OF THE TYPES OTHERWISE SO
REQUIRED, IN EACH CASE WITHIN THE APPLICABLE TIME PERIODS, (II) SUCH PARENT DOES
NOT HAVE ANY MATERIAL ASSETS OR LIABILITIES OTHER THAN DIRECT OR INDIRECT
INTERESTS IN THE ISSUERS, AND (III) THE ISSUERS ARE NOT REQUIRED TO FILE SUCH
REPORTS, DOCUMENTS AND INFORMATION SEPARATELY UNDER THE