Common use of Compliance Certificate; Notice of Default or Event of Default Clause in Contracts

Compliance Certificate; Notice of Default or Event of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate (which shall be signed by officers satisfying the requirements of Section 314 of the Trust Indenture Act) stating whether or not, to the best knowledge of such officers, the Company has complied with all conditions and covenants under this Indenture, and, if the Company shall be in Default, specifying all such Defaults and the nature thereof of which such officer may have knowledge. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the year-end financial statements delivered pursuant to Section 4.02 above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company or any of its Subsidiaries has violated the provisions of Section 4.01, 4.03, 4.04, 4.05, 4.07, 4.09 or 4.17 hereof or of Article 5 of this Indenture 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, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company will, so long as any of the Securities are outstanding, deliver to the Trustee, within 5 days of any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default, describing its status with particularity, and what action the Company or applicable Subsidiary is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company Issuer and each Subsidiary Guarantor shall deliver to the Trustee Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate (which shall be signed by officers Officers satisfying the requirements of Section 314 of the Trust Indenture Act) stating that a review of the activities of the Issuer and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether or notthe Issuer has kept, to the best knowledge of such officersobserved, the Company has complied with all conditions performed and covenants fulfilled its obligations under this Indenture, andand further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled in all material respects 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 the Company a Default or Event of Default shall be in Defaulthave occurred, specifying describing all such Defaults and the nature thereof or Events of Default of which such officer he or she may have knowledgeknowledge and what action the Issuer 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, interest, if any (including Special Interest, if any, and Additional Amounts, if any), on the Secured Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the The year-end financial statements delivered pursuant to Section 4.02 above 4.13 hereof shall be accompanied by a written statement of the Company's independent public accountants of the Issuer (who shall be a firm of established national reputation reasonably satisfactory to the Trusteereputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention which that would lead them to believe that the Company or any of its Subsidiaries Issuer has violated any provisions of Article 4 or Article 5 hereof (except that, such written statement need not address the Issuer's compliance with the provisions of Section 4.01Sections 4.2, 4.034.5, 4.044.7, 4.054.8, 4.07, 4.09 4.17 or 4.17 hereof or of Article 5 of this Indenture 4.27 hereof) 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 Person for any failure to obtain knowledge of any such violation, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company willIssuer shall, so long as any of the Securities Secured Notes are outstanding, deliver to the Trustee, forthwith upon, but in any event within 5 days of five Business Days after any Officer Officer's becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default, describing its status with particularity, Default and what action the Company or applicable Subsidiary Issuer is taking or proposes to take with respect thereto. (d) For purposes of this Section 4.26, compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company and each Subsidiary Guarantor shall deliver to the Trustee Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate (which shall be signed by officers Officers satisfying the requirements of Section 314 of the Trust Indenture Act) stating that a review of the activities of the Company and the Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether or not, to the best knowledge of such officers, the Company has complied with all conditions kept, observed, performed and covenants fulfilled its obligations under this Indenture, andand further stating, as to each such Officer signing such certificate, 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 the Company a Default or Event of Default shall be in Defaulthave occurred, specifying describing all such Defaults and the nature thereof or Events of Default of which such officer he or she may have knowledgeknowledge and what action the Company 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, interest, if any, or Special Interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the The year-end financial statements delivered pursuant to Section 4.02 above 4.13 hereof shall be accompanied by a written statement of the Company's independent public accountants of the Company, (who shall be a firm of established national reputation reasonably satisfactory to the Trusteereputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention which that would lead them to believe that the Company or any of its Subsidiaries has violated any provisions of Article 4 or Article 5 hereof (except that, such written statement need not address the Company's compliance with the provisions of Section 4.01Sections 4.2, 4.034.5, 4.044.6, 4.054.7, 4.074.13, 4.09 4.17 or 4.17 hereof or of Article 5 of this Indenture 4.21 hereof) 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 Person for any failure to obtain knowledge of any such violation, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company willshall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, forthwith upon, but in any event within 5 days of five Business Days after, any Officer Officer's becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default, describing its status with particularity, Default and what action the Company or applicable Subsidiary is taking or proposes to take with respect thereto. (d) For purposes of this Section 4.20, compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company Borrower Representative shall deliver to the Trustee Administrative Agent, within 120 90 days after the end of each fiscal year, beginning with the fiscal year of the Company ending after the date hereofDecember 31, 2019, an Officers' ’ Certificate (which shall be signed by officers satisfying the requirements of Section 314 stating that a review of the Trust Indenture Act) stating activities of the Par Borrower and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Authorized Officers with a view to determining whether or notthe Borrowers have kept, observed, performed and fulfilled their obligations under this Agreement, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Borrowers have kept, observed, performed and fulfilled each and every covenant contained in this Agreement and are not in default in the performance or observance of such officersany of the terms, the Company has complied with all provisions and conditions and covenants under of this Indenture, andAgreement (or, if the Company shall be in Defaulta Default or Event of Default has occurred, specifying describing all such Defaults and the nature thereof or Events of Default of which such officer he or she may have knowledgeknowledge and what action the Borrowers are taking or propose to take with respect thereto). (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the year-end financial statements delivered pursuant to Section 4.02 above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company or any of its Subsidiaries has violated the provisions of Section 4.01, 4.03, 4.04, 4.05, 4.07, 4.09 or 4.17 hereof or of Article 5 of this Indenture 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, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company will, so long as any of the Securities are outstanding, Borrower Representative will deliver to the TrusteeAdministrative Agent, within 5 15 days of any Authorized Officer of the Par Borrower becoming aware of any Default or Event of Default, an Officers' ’ Certificate specifying such Default or Event of Default, describing its status with particularity, and what action actions the Company or applicable Subsidiary is Borrowers are taking or proposes propose to take in respect thereof, but only to the extent that such Default or Event of Default has not been cured by the end of such 15 day period. The requirement to provide the information required by this paragraph will be deemed satisfied if and when such information is made publicly available by posting with respect theretothe SEC or on the website of the Par Borrower, Holdings or any other direct or indirect parent of the Par Borrower.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate (which shall be signed by officers satisfying the requirements of Section 314 of the Trust Indenture Act) stating whether or not, to the best knowledge of such officers, the Company has complied with all conditions and covenants under this Indenture, and, if the Company shall be in Default, specifying all such Defaults and the nature thereof of which such officer may have knowledge. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the The year-end financial statements delivered pursuant to Section 4.02 4.2 above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company or any of its Subsidiaries has violated the provisions of Section 4.014.1, 4.034.3, 4.044.4, 4.054.5, 4.074.7, 4.09 4.9 or 4.17 4.19 hereof or of Article 5 of this Indenture 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, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company will, so long as any of the Securities Senior Notes are outstanding, deliver to the Trustee, within 5 days of any Officer becoming aware of (i) any Default or Event of DefaultDefault or (ii) any event of default under any other mortgage, indenture or instrument referred to in Section 6.1(e), an Officers' Certificate specifying such Default, Event of Default or Event other event of Default, describing its status with particularity, default and what action the Company or applicable Subsidiary is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company shall deliver to the Trustee within 120 calendar days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate (which shall be signed by officers satisfying the requirements of Section 314 314(a)(4) of the Trust Indenture Act) stating whether or not, to the best knowledge of such officers, the Company has complied with all conditions and covenants under this IndentureIndenture and the Collateral Documents, and, if the - 55 - 64 Company shall be in Default, specifying all such Defaults and the nature thereof of which such officer may have knowledge. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the The year-end financial statements delivered pursuant to Section 4.02 4.11 above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company or any of its Restricted Subsidiaries has violated the any provisions of Section 4.014.1, 4.034.6, 4.044.7, 4.054.8, 4.074.9, 4.09 or 4.17 hereof 4.14 hereof, or of Article 5 V of this Indenture orIndenture, 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, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations recommendation of the accountants' accountant's governing body. In the event that, if the Company remains incorporated in Canada and the Canadian Institute of Chartered Accountants provides recommendations regarding the basis on which Canadian accountants can make all or part of the statement referred to above, such statement shall be provided to the Trustee following the next fiscal year end of the Company. (c) The Company will, so long as any of the Securities Notes are outstanding, deliver to the Trustee, within 5 calendar days of any Officer becoming aware of (i) any Default or Event of Default, (ii) any event of default under the Senior Note Indenture has occurred and is continuing or (iii) any event of default under any other mortgage, indenture or instrument referred to in Section 6.1(f), an Officers' Certificate specifying such Default, Event of Default or Event other event of Default, describing its status with particularity, default and what action the Company or applicable Restricted Subsidiary is taking or proposes to take with respect thereto. (d) For the purposes of this Section 4.12, compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (e) So long as either (i) The Company has not procured or caused to be procured a recognized financial institution with capital of not less than $10,000,000 as collateral agent in the British Virgin Islands which the Trustee or the Senior Note Trustee may lawfully appoint in respect of Collateral or Senior Note Collateral, or (ii) WTC has not consolidated with or merged with NWE Cyprus or transferred all or substantially all of its assets to NWE Cyprus in connection with a winding-up or liquidation of WTC, the Company shall deliver, on or before the last Business Day of the month following the Issue Date and each month thereafter, a certificate to the Trustee stating what steps have been taken to fulfill the Company's best efforts undertaking to the Holders of the Notes and of the Senior Notes to give effect to (i) or (ii) above and what steps will be taken in the month immediately succeeding the month for which such certificate is delivered.

Compliance Certificate; Notice of Default or Event of Default. (a) The Issuer, the Company and each Subsidiary Guarantor shall deliver to the Trustee Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate (which shall be signed by officers Officers satisfying the requirements of Section 314 of the Trust Indenture Act) stating whether or not, to that a review of the best knowledge activities of such officersthe Issuer, the Company and the Restricted Subsidiaries during the preceding fiscal year has complied been made under the supervision of the signing Officers with all conditions a view to determining whether the Issuer and covenants the Company have kept, observed, performed and fulfilled its obligations under this Indenture, andand further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuer 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 the Company a Default or Event of Default shall be in Defaulthave occurred, specifying describing all such Defaults and the nature thereof or Events of Default of which such officer he or she may have knowledgeknowledge and what action the Issuer 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, interest, if any, or Special Interest, if any, or Additional Amounts, if any, on the Secured Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the The year-end financial statements delivered pursuant to Section 4.02 above 4.13 hereof shall be accompanied by a written statement of the Company's independent public accountants of the Company (who shall be a firm of established national reputation reasonably satisfactory to the Trusteereputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention which that would lead them to believe that the Company or any of its Subsidiaries Issuer has violated any provisions of Article 4 or Article 5 hereof (except that, such written statement need not address the Issuer's compliance with the provisions of Section 4.01Sections 4.2, 4.034.5, 4.044.7, 4.054.8, 4.07, 4.09 4.17 or 4.17 hereof or of Article 5 of this Indenture 4.23 hereof) 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 Person for any failure to obtain knowledge of any such violation, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Issuer and the Company willshall, so long as any of the Securities Secured Notes are outstanding, deliver to the Trustee, forthwith upon, but in any event within 5 days of five Business Days after, any Officer Officer's becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default, describing its status with particularity, Default and what action the Issuer and/or the Company or applicable Subsidiary is taking or proposes to take with respect thereto. (d) For purposes of this Section 4.22, compliance shall be determined without required by any period of grace or requirement of notice under this Indenture.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company shall deliver to the Trustee within 120 calendar days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate (which shall be signed by officers Officers satisfying the requirements of Section 314 of the Trust Indenture Act) ), stating whether or not, to the best knowledge of such officers, Officers the Company has complied with all conditions and covenants under this Indenture, and, if the Company shall be in Default, specifying all such Defaults and the nature thereof of which such officer Officer may have knowledge. (b) So long as (and to the extent) not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successorAccountants, the year-end financial statements delivered pursuant to Section 4.02 4.11 above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trusteereputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention which would lead them to believe that the Company or any of its Subsidiaries has violated the provisions of Section 4.01, 4.03, 4.04, 4.05, 4.07, 4.09 or 4.17 hereof or any provision of Article 5 IV or Article V of this Indenture or, (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 Person for any failure to obtain knowledge of any such violation, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company will, so long as any of the Securities are outstanding, shall deliver written notice to the Trustee, Trustee within 5 days of any Officer Business Days after becoming aware of (i) any Default or Event of Default, an Officers' Certificate specifying (ii) any event of default under either of the Senior Note Indentures or (iii) any event of default or any default under any other mortgage, indenture or instrument referred to in Section 6.1(e) hereof, describing such Default, Event of Default or Event other event of Defaultdefault or default, describing its status with particularity, and what action the Company or applicable Subsidiary is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company shall deliver to the Trustee within 120 calendar days after the end of each fiscal year of the Company ending after the date hereof, an Officers' Certificate (which shall be signed by officers satisfying the requirements of Section 314 of the Trust Indenture Act) stating whether or not, to the best knowledge of such officers, the Company has complied with all conditions and covenants under this IndentureIndenture and the Collateral Documents, and, if the Company shall be in Default, specifying all such Defaults and the nature thereof of which such officer may have knowledge. (b) So long as not contrary to the then current recommendations of the American Canadian Institute of Certified Public Chartered Accountants or its successordoes not provide recommendations regarding the basis on which Canadian accountants can make the statement in Section 4.21(c) and so long as the Company is incorporated in Canada, the year-end financial statements delivered pursuant to Section 4.02 4.20 above shall be accompanied by (and in substitution for the certificate in Section 4.21(c)) a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company is not in compliance, as of the end of the fiscal year which the financial statements delivered pursuant to Section 4.20 relate, with Sections 4.9 or 4.13 hereof, 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) Subject to the provisions of Section 4.21(b) hereof, the year-end financial statements delivered pursuant to Section 4.11 above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in making the 71 81 examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company or any of its Restricted Subsidiaries has violated the any provisions of Section 4.01Sections 4.1, 4.034.6, 4.044.7, 4.054.8, 4.07, 4.09 4.9 or 4.17 4.14 hereof or of Article 5 V of this Indenture 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, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (cd) The Company will, so long as any of the Securities Notes are outstanding, deliver to the Trustee, within 5 calendar days of any Officer becoming aware of (i) any Default or Event of DefaultDefault or (ii) any event of default under any other mortgage, indenture or instrument referred to in Section 6.1(e), an Officers' Certificate specifying such Default, Event of Default or Event other event of Default, describing its status with particularity, default and what action the Company or applicable Restricted Subsidiary is taking or proposes to take with respect thereto. (e) For the purposes of this Section 4.21, compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (f) So long as either (i) The Company has not procured or caused to be procured a recognized financial institution with capital of not less than $10,000,000 as collateral agent in the British Virgin Islands which the Trustee or the Convertible Note Trustee may lawfully appoint in respect of Collateral or Convertible Note Collateral, or (ii) WTC has not consolidated with or merged with NWE Cyprus or transferred all or substantially all of its assets to NWE Cyprus in connection with a winding-up or liquidation of WTC, the Company shall deliver, on or before the last Business Day of the month following the Issue Date and each month thereafter, a certificate to the Trustee stating what steps have been taken to fulfill the Company's best efforts undertaking to the Holders of the Notes and of the Convertible Notes to give effect to (i) or (ii) above and what steps will be taken in the month immediately succeeding the month for which such certificate is delivered.

Compliance Certificate; Notice of Default or Event of Default. (a) The Company and each Guarantor shall deliver to the Trustee Trustee, within 120 90 days after the end of each fiscal year of the Company ending after the date hereofyear, an Officers' Certificate (which shall be signed by officers Officers satisfying the requirements of Section 314 of the Trust Indenture Act) 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 or not, to the best knowledge of such officers, the Company has complied with all conditions kept, observed, performed and covenants fulfilled its obligations under this Indenture, andand further stating, as to each such Officer signing such certificate, 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 the Company a Default or Event of Default shall be in Defaulthave occurred, specifying describing all such Defaults and the nature thereof or Events of Default of which such officer he or she may have knowledgeknowledge and what action the Company 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, interest, if any, or Special Interest, if any, on the Senior Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or its successor, the The year-end financial statements delivered pursuant to Section 4.02 above 4.6(a) hereof shall be accompanied by a written statement of the Company's independent public accountants of the Company (who shall be a firm of established national reputation reasonably satisfactory to the Trusteereputation) that in making the examination necessary for certification of such financial statements statements, nothing has come to their attention which that would lead them to believe that the Company or any of its Subsidiaries has violated any provisions of Article 4 or Article 5 hereof (except that, such written statement need not address the Company's compliance with the provisions of Section 4.01Sections 4.2, 4.034.5, 4.044.6, 4.054.8, 4.074.9, 4.09 4.10 or 4.17 hereof or of Article 5 of this Indenture 4.22 hereof) 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 Person for any failure to obtain knowledge of any such violation, and it being further understood that such statement may not be provided to the extent contrary to the then current recommendations of the accountants' governing body. (c) The Company willshall, so long as any of the Securities Senior Notes are outstanding, deliver to the Trustee, forthwith upon, but in any event within 5 days of five Business Days after, any Officer Officer's becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default, describing its status with particularity, Default and what action the Company or applicable Subsidiary is taking or proposes to take with respect thereto. (d) For purposes of this Section 4.21, compliance shall be determined without required by any period of grace or requirement of notice under this Indenture.