COMPANY SHALL DELIVER TO
THE TRUSTEE WITHIN (A) 50 DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL
QUARTERS OF THE COMPANY'S FISCAL YEAR, AND (B) WITHIN 95 DAYS OF THE END OF THE
FISCAL YEAR OF THE COMPANY, AN OFFICERS' CERTIFICATE MADE ON BEHALF OF THE
COMPANY STATING THAT IN THE COURSE OF THE PERFORMANCE BY THE SIGNERS OF THEIR
DUTIES AS OFFICERS OF THE COMPANY THEY WOULD NORMALLY HAVE KNOWLEDGE OF ANY
DEFAULT AND WHETHER OR NOT THE SIGNERS KNOW OF ANY DEFAULT THAT OCCURRED DURING
SUCH PERIOD.
IF THEY DO, THE CERTIFICATE SHALL DESCRIBE THE DEFAULT, ITS STATUS
AND WHAT ACTION THE COMPANY IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO.
THE COMPANY ALSO SHALL COMPLY WITH SECTION 314(A)(4) OF THE TIA.
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SECTION 4.07.
COMPLIANCE WITH LAW.
THE COMPANY WILL, AND WILL
CAUSE EACH OF ITS RESTRICTED SUBSIDIARIES TO, COMPLY WITH ALL APPLICABLE LAWS
AND ALL ENVIRONMENTAL LAWS AND WILL OBTAIN AND MAINTAIN, AND WILL CAUSE EACH OF
ITS RESTRICTED SUBSIDIARIES TO OBTAIN AND MAINTAIN, ALL PERMITS NECESSARY TO THE
OWNERSHIP OF THEIR RESPECTIVE PROPERTIES OR TO THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES, EXCEPT WHERE AND TO THE EXTENT THE FAILURE TO SO COMPLY WITH
APPLICABLE LAWS AND ALL ENVIRONMENTAL LAWS OR TO OBTAIN AND MAINTAIN IN EFFECT
ANY SUCH PERMITS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 4.08.
INSURANCE.
THE COMPANY SHALL CAUSE ITS RESTRICTED
SUBSIDIARIES TO MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS,
INSURANCE WITH RESPECT TO THEIR RESPECTIVE PROPERTIES AND BUSINESS AGAINST SUCH
CASUALTIES AND CONTINGENCIES, OF SUCH TYPES, ON SUCH TERMS AND IN SUCH AMOUNTS
(INCLUDING DEDUCTIBLES, CO-INSURANCE AND SELF-INSURANCE, IF ADEQUATE RESERVES
ARE MAINTAINED WITH RESPECT THERETO) AS IS CUSTOMARY IN THE CASE OF ENTITIES
ENGAGED IN A SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES IN THE SAME
GENERAL AREAS IN WHICH THE COMPANY AND ITS RESTRICTED SUBSIDIARIES OPERATE.
SECTION 4.09.
OFFER TO REPURCHASE UPON CHANGE OF CONTROL.
(a)
Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 of principal amount at Maturity or a multiple thereof) of
each Holder's Notes at an offer price in cash equal to 101% of the Accreted
Value thereof, plus accrued and unpaid interest thereon, if any, as of the
Change of Control Payment Date (the "Change of Control Payment") in accordance
with the terms set forth below; provided, however, that, notwithstanding the
occurrence of a Change of Control, the Company shall not be obligated to
purchase the Notes pursuant to this Section 4.09 in the event that it has
exercised its right to redeem all the Notes under paragraph 5 of the Notes.
The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase