APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION (AFTER GIVING EFFECT TO ANY EXEMPTIVE RELIEF)
BECAUSE OF THE FILINGS BY SUCH PARENT.
SECTION 4.04.
COMPLIANCE CERTIFICATE.
(A)
THE ISSUERS SHALL DELIVER TO THE TRUSTEE,
WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR, AN OFFICERS' CERTIFICATE OF
THE ISSUERS 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
ISSUERS AND GUARANTORS HAVE 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 EACH SUCH
ENTITY 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 HEREOF, INCLUDING,
WITHOUT LIMITATION, A DEFAULT IN THE PERFORMANCE OR BREACH OF SECTION 4.10
HEREOF (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 EACH 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 OF ANY SERIES IS PROHIBITED OR IF SUCH EVENT HAS OCCURRED, A
DESCRIPTION OF THE EVENT AND WHAT ACTION EACH IS TAKING OR PROPOSES TO TAKE WITH
RESPECT THERETO.
(B)
THE ISSUERS SHALL, SO LONG AS ANY OF THE
NOTES ARE OUTSTANDING, DELIVER TO THE TRUSTEE, FORTHWITH UPON ANY OFFICER
BECOMING AWARE OF (I) ANY DEFAULT OR EVENT OF DEFAULT, OR (II) ANY DEFAULT UNDER
ANY INDEBTEDNESS REFERRED TO IN SECTION 6.01(F) OR (G) HEREOF, AN OFFICERS'
CERTIFICATE OF THE ISSUERS SPECIFYING SUCH DEFAULT, EVENT OF DEFAULT OR DEFAULT
AND WHAT ACTION THE ISSUERS OR ANY OF THEIR AFFILIATES ARE TAKING OR PROPOSE TO
TAKE WITH RESPECT THERETO.
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SECTION 4.05.
TAXES.
The Issuers shall pay, and shall cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except as
contested in good faith and by appropriate proceedings or where the failure to
effect such payment is not adverse in any material respect to the Holders of the
Notes.
SECTION 4.06.
STAY, EXTENSION AND USURY
LAWS.
The Issuers covenant (to the extent that they may lawfully do so) that they
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 wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance hereof; and the Issuers (to the extent that they may lawfully do
so) hereby expressly waive all benefit or advantage of any such