ON THE NOTES AS CONTEMPLATED HEREIN, WHEREVER ENACTED, NOW OR AT ANY
TIME HEREAFTER IN FORCE, OR WHICH MAY AFFECT THE COVENANTS OR THE PERFORMANCE OF
THIS INDENTURE AND THE ISSUER (TO THE EXTENT IT MAY LAWFULLY DO SO) HEREBY
EXPRESSLY WAIVES ALL BENEFIT OR ADVANTAGE OF ANY SUCH LAW, AND COVENANTS THAT IT
WILL NOT, BY RESORT TO ANY SUCH LAW, HINDER, DELAY OR IMPEDE THE EXECUTION OF
ANY POWER HEREIN GRANTED TO THE TRUSTEE, BUT WILL SUFFER AND PERMIT THE
EXECUTION OF EVERY SUCH POWER AS THOUGH NO SUCH LAW HAD BEEN ENACTED.
SECTION 4.09.
COMPLIANCE CERTIFICATE.
THE ISSUER SHALL DELIVER TO THE TRUSTEE,
WITHIN ONE HUNDRED TWENTY (120) CALENDAR DAYS AFTER THE END OF EACH FISCAL YEAR
OF THE ISSUER, A CERTIFICATE SIGNED BY ANY OF THE PRINCIPAL EXECUTIVE OFFICER,
PRINCIPAL FINANCIAL OFFICER OR PRINCIPAL ACCOUNTING OFFICER OF THE ISSUER,
STATING WHETHER OR NOT TO THE KNOWLEDGE OF THE SIGNER THEREOF THE ISSUER IS IN
DEFAULT IN THE PERFORMANCE AND OBSERVANCE OF ANY OF THE TERMS, PROVISIONS AND
CONDITIONS OF THIS INDENTURE (WITHOUT REGARD TO ANY PERIOD OF GRACE OR
REQUIREMENT OF NOTICE PROVIDED HEREUNDER) AND, IF THE ISSUER SHALL BE IN
DEFAULT, SPECIFYING ALL SUCH DEFAULTS AND THE NATURE AND THE STATUS THEREOF OF
WHICH THE SIGNER MAY HAVE KNOWLEDGE.
The Issuer will deliver to the Trustee, promptly upon becoming aware of (i) any
default in the performance or observance of any covenant, agreement or condition
contained in this Indenture, or (ii) any Event of Default, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Issuer has taken, is taking or proposes to take
with respect thereto.
Any notice required to be given under this Section 4.09 shall be delivered to a
Responsible Officer of the Trustee at its Corporate Trust Office.
SECTION 4.10.
ADDITIONAL INTEREST NOTICE.
IN THE EVENT THAT THE ISSUER IS
REQUIRED TO PAY ADDITIONAL INTEREST TO HOLDERS OF NOTES PURSUANT TO THE
REGISTRATION RIGHTS AGREEMENT, THE ISSUER WILL PROVIDE WRITTEN NOTICE
("ADDITIONAL INTEREST NOTICE") TO THE TRUSTEE OF ITS OBLIGATION TO PAY
ADDITIONAL INTEREST NO LATER THAN FIFTEEN (15) CALENDAR DAYS PRIOR TO THE
PROPOSED PAYMENT DATE FOR ADDITIONAL INTEREST, AND THE ADDITIONAL INTEREST
NOTICE SHALL SET FORTH THE AMOUNT OF ADDITIONAL INTEREST TO BE PAID BY THE
ISSUER ON SUCH PAYMENT DATE.
THE TRUSTEE SHALL NOT AT ANY TIME BE UNDER ANY
DUTY OR RESPONSIBILITY TO ANY HOLDER OF NOTES TO DETERMINE THE ADDITIONAL
INTEREST, OR WITH RESPECT TO THE NATURE, EXTENT OR CALCULATION OF THE AMOUNT OF
ADDITIONAL INTEREST WHEN MADE, OR WITH RESPECT TO THE METHOD EMPLOYED IN SUCH
CALCULATION OF THE ADDITIONAL INTEREST.
ARTICLE 5
NOTEHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE
SECTION 5.01.
NOTEHOLDERS' LISTS.
THE ISSUER COVENANTS AND AGREES THAT IT WILL
FURNISH OR CAUSE TO BE FURNISHED TO THE TRUSTEE, SEMI-ANNUALLY, NOT MORE THAN
FIFTEEN (15) CALENDAR DAYS AFTER EACH JANUARY 1 AND JULY 1 IN EACH YEAR
BEGINNING WITH JANUARY 1, 2007,