If the SEC will not accept the Companys filings for any reason, the Company will post the
reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC or post on its website (after giving effect to any grace period provided by
Rule 12b-25 under the Exchange Act). The Company will not take any action for the purpose of causing the SEC not to accept any such filing.
(b) For so long as any Notes remain outstanding, if at any time the Company and the Guarantors are not required to file with the SEC or post
on its website the reports required by Section 4.03(a) hereof, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.
(c) Delivery of such reports, information and documents to the Trustee
hereunder is for informational purposes only and the Trustees receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Companys
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers Certificates or certificates delivered pursuant to Section 4.04 hereof).
||Compliance Certificate. |
(a) The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers Certificate stating that that, in the course of the performance of his or her duties as an Officer of the
Company, he or she would normally have knowledge of any Default by the Company in the performance of any of its obligations contained in this Indenture, 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 Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating that to the best of his or her knowledge
the Company 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 of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge) 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 is prohibited or if such event has occurred, a description of the event. The Treasurer of the Company may not be the signing Officer for such an Officers Certificate.
(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, within fifteen (15) days of becoming aware of
any Default or Event of Default that has occurred and is continuing, a statement specifying such Default or Event of Default.
The Company will pay, and will cause each of its Subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except such as are 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.
||Stay, Extension and Usury Laws. |
Each of the Company and the Guarantors covenants (to
the extent that it may lawfully do so) that it will 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 of this Indenture; and the Company and each of the Guarantors (to the extent that 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 has been enacted.