CERTIFICATE, THAT TO THE
BEST OF HIS KNOWLEDGE AT THE DATE OF SUCH CERTIFICATE THERE IS NO DEFAULT OR
EVENT OF DEFAULT THAT HAS OCCURRED AND IS CONTINUING OR, IF SUCH SIGNERS DO KNOW
OF SUCH DEFAULT OR EVENT OF DEFAULT, THE CERTIFICATE SHALL DESCRIBE THE DEFAULT
OR EVENT OF DEFAULT AND ITS STATUS WITH PARTICULARITY.
THE OFFICERS'
CERTIFICATE SHALL ALSO NOTIFY THE TRUSTEE SHOULD THE COMPANY ELECT TO CHANGE THE
MANNER IN WHICH IT FIXES ITS FISCAL YEAR END.
(B)
THE ANNUAL FINANCIAL STATEMENTS DELIVERED TO
THE TRUSTEE PURSUANT TO SECTION 4.09 SHALL BE ACCOMPANIED BY A WRITTEN REPORT OF
THE COMPANY'S INDEPENDENT ACCOUNTANTS THAT IN CONDUCTING THEIR AUDIT OF THE
FINANCIAL STATEMENTS WHICH ARE A PART OF SUCH ANNUAL REPORT OR SUCH ANNUAL
FINANCIAL STATEMENTS NOTHING HAS COME TO THEIR ATTENTION THAT WOULD LEAD THEM TO
BELIEVE THAT THE COMPANY HAS VIOLATED ANY PROVISIONS OF ARTICLE FOUR OR FIVE
INSOFAR AS THEY RELATE TO ACCOUNTING MATTERS OR, IF ANY SUCH VIOLATION HAS
OCCURRED, SPECIFYING THE NATURE AND PERIOD OF EXISTENCE THEREOF, IT BEING
UNDERSTOOD THAT SUCH ACCOUNTANTS SHALL NOT BE LIABLE DIRECTLY OR INDIRECTLY TO
ANY PERSON FOR ANY FAILURE TO OBTAIN KNOWLEDGE OF ANY SUCH VIOLATION.
(C)
SO LONG AS ANY OF THE NOTES ARE OUTSTANDING
(I) IF ANY DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING OR (II) IF
ANY HOLDER SEEKS TO EXERCISE ANY REMEDY HEREUNDER WITH RESPECT TO A CLAIMED
DEFAULT UNDER THIS INDENTURE OR THE NOTES, THE COMPANY SHALL DELIVER TO THE
TRUSTEE AS SOON AS PRACTICABLE BY REGISTERED OR CERTIFIED MAIL OR BY TELEGRAM,
TELEX OR FACSIMILE TRANSMISSION FOLLOWED BY HARD COPY BY REGISTERED OR CERTIFIED
MAIL AN OFFICERS' CERTIFICATE SPECIFYING SUCH EVENT, NOTICE OR OTHER ACTION.
SECTION 4.08
COMPLIANCE WITH LAWS.
THE COMPANY
SHALL COMPLY, AND SHALL CAUSE EACH OF ITS RESTRICTED SUBSIDIARIES TO COMPLY,
WITH ALL APPLICABLE STATUTES, RULES, REGULATIONS, ORDERS AND RESTRICTIONS OF THE
UNITED STATES OF AMERICA, ALL STATES AND MUNICIPALITIES THEREOF, AND OF ANY
GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, REGULATORY AUTHORITY, BUREAU, AGENCY
AND INSTRUMENTALITY OF THE FOREGOING, IN RESPECT OF THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES AND THE OWNERSHIP OF THEIR RESPECTIVE PROPERTIES, EXCEPT
FOR SUCH NONCOMPLIANCES AS ARE NOT IN THE AGGREGATE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF
THE COMPANY AND ITS RESTRICTED SUBSIDIARIES TAKEN AS A WHOLE.
SECTION 4.09
REPORTS TO HOLDERS.
WHETHER OR NOT
REQUIRED BY THE COMMISSION, SO LONG AS ANY NOTES ARE OUTSTANDING, THE COMPANY
WILL FURNISH TO THE HOLDERS OF THE NOTES AND TO THE TRUSTEE, WITHIN THE TIME
PERIODS SPECIFIED IN THE COMMISSION'S RULES AND REGULATIONS INCLUDING ANY
EXTENSION PERIODS AVAILABLE UNDER SUCH RULES AND REGULATIONS AND EXCLUDING ANY
REQUIREMENT AND TIME PERIODS APPLICABLE TO "ACCELERATED FILERS" (AS DEFINED IN
RULE 12B-2 UNDER THE EXCHANGE ACT) UNDER SUCH RULES AND REGULATIONS, AND MAKE
AVAILABLE TO SECURITIES ANALYSTS AND POTENTIAL INVESTORS UPON REQUEST:
43
(1)
ALL QUARTERLY AND ANNUAL FINANCIAL
INFORMATION THAT WOULD BE REQUIRED TO BE