WEAR AND TEAR), SO THAT THE
BUSINESS CARRIED ON IN CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED AT ALL
TIMES, PROVIDED THAT THIS SECTION 4C(I) SHALL NOT PREVENT THE COMPANY OR ANY
SUBSIDIARY FROM DISCONTINUING THE OPERATION AND THE MAINTENANCE OF ANY OF ITS
PROPERTIES IF SUCH DISCONTINUANCE IS DESIRABLE IN THE CONDUCT OF ITS BUSINESS
AND THE COMPANY HAS CONCLUDED THAT SUCH DISCONTINUANCE COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(II)
APPLY FOR AND MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE
INSURANCE COMPANIES ADEQUATE INSURANCE COVERING RISKS OF SUCH TYPES AND IN SUCH
AMOUNTS AS ARE CUSTOMARY FOR COMPANIES OF SIMILAR SIZE ENGAGED IN SIMILAR LINES
OF BUSINESS;
(III)
AT ALL TIMES MAINTAIN AND PRESERVE THE COMPANY'S CORPORATE
EXISTENCE;
(IV)
EXCEPT TO THE EXTENT PERMITTED UNDER SECTION 4B, THE COMPANY WILL
AT ALL TIMES MAINTAIN AND PRESERVE THE CORPORATE OR LIMITED LIABILITY COMPANY
EXISTENCE OF EACH SUBSIDIARY AND ALL RIGHTS AND FRANCHISES OF THE COMPANY AND
ITS SUBSIDIARIES UNLESS, IN THE GOOD FAITH JUDGMENT OF THE COMPANY, THE
TERMINATION OF OR FAILURE TO MAINTAIN AND PRESERVE SUCH SUBSIDIARY'S CORPORATE
OR LIMITED LIABILITY COMPANY EXISTENCE, OR SUCH RIGHTS OR FRANCHISES, COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(V)
PAY AND DISCHARGE WHEN PAYABLE ALL AMOUNTS OWED BY THE COMPANY TO
THE HOLDERS OF NOTES AND PERFORM AND COMPLY WITH EVERY COVENANT, TERM AND
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CONDITION APPLICABLE TO THE NOTES, IN EACH CASE IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS;
(VI)
PAY AND DISCHARGE ALL TAXES IMPOSED BY GOVERNMENTAL ENTITIES UPON
ITS PROPERTIES OR UPON THE INCOME OR PROFITS THEREFROM, TO THE EXTENT SUCH TAXES
HAVE BECOME DUE AND PAYABLE AND BEFORE THEY HAVE BECOME DELINQUENT, PROVIDED
THAT NEITHER THE COMPANY NOR ANY SUBSIDIARY NEED PAY ANY SUCH TAXES IF (I) THE
AMOUNT, APPLICABILITY OR VALIDITY THEREOF IS CONTESTED BY THE COMPANY OR SUCH
SUBSIDIARY ON A TIMELY BASIS IN GOOD FAITH AND IN APPROPRIATE PROCEEDINGS, AND
THE COMPANY OR A SUBSIDIARY HAS ESTABLISHED ADEQUATE RESERVES THEREFOR IN
ACCORDANCE WITH GAAP ON THE BOOKS OF THE COMPANY OR SUCH SUBSIDIARY OR (II) THE
NONPAYMENT OF ALL SUCH TAXES IN THE AGGREGATE COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT; AND
(VII)
COMPLY WITH ALL APPLICABLE LAWS OF ALL GOVERNMENTAL ENTITIES, IN
EACH CASE TO THE EXTENT THAT FAILURE TO SO COMPLY COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4D.
Financial Statements and Other Information.
So long as any Notes
remain outstanding, the Company shall deliver, whether or not the Parent is then
required to file reports with the SEC pursuant to the terms of the Exchange Act,
to each holder of Notes:
(I)
AS SOON AS AVAILABLE BUT IN ANY EVENT WITHIN 45 DAYS AFTER THE
END OF EACH CALENDAR MONTH IN EACH FISCAL YEAR, UNAUDITED CONSOLIDATING AND
CONSOLIDATED STATEMENTS OF INCOME, CASH FLOWS AND STOCKHOLDERS' EQUITY OF THE
COMPANY GROUP FOR SUCH MONTH AND FOR THE PERIOD FROM THE BEGINNING