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

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 60 days after the end of each the Company's fiscal quarters and within 90 days after the end of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal period has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ best of his knowledge, without independent investigationthe Company during such preceding fiscal period has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such period and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also include all calculations necessary to show covenant compliance. The Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 90 days after the end of each fiscal year a written report of the Issuer’s statement by its independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their its audit examination has included a review of the terms of this Indenture and the form of the Notes Securities as they relate to accounting matters, and (B) whether, in connection with their its audit examination, any Default or Event of Default has come to their its attention and if such a Default or Event of Default has come to their its attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as . (c) The Company will deliver to the scope Trustee as soon as possible, and in any event within 10 days after the Company becomes aware or should reasonably have become aware of the audit examination, such independent certified public accountants shall not be liable by reason occurrence of any failure to obtain knowledge Default or Event of any Default, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in and what action the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default Company is taking or Event of Default has occurred and is continuing or (ii) if any Holder seeks proposes to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company’s fiscal yearsyears commencing with the fiscal year ending December 31, 2009, an Officers’ Certificate (provided, however, stating that one a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, best of his knowledge at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered to the Trustee pursuant to Section 4.8 4.09 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms financial statements which are a part of this Indenture and such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the form Company has violated any provisions of the Notes Article Four or Five insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, 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 within 30 days of the occurrence thereofaction.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 165 days after the end close of each fiscal year, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors, has been made under the supervision of the signing Officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents to which they are a party in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is (including, without limitation, a Default or Event of Default triggered by the failure of the Co-Issuers and/or a Future Mortgaged Vessel Guarantor to maintain the Security Interests of each of its fiscal yearsthe Security Documents required to be maintained on such date) or, an Officers’ Certificate (providedif such signing Officers do know of such Default or Event of Default, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers certificate shall specify such Default or Event of Default and what action, if any, the nature of such DefaultCo-Issuers are taking or proposes to take with respect thereto. Each such Officers’ The Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the American Institute occurrence of Certified Public Accountants, any Default an Officer’s Certificate specifying the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come and what action, if any, the Company is taking or proposes to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 ninety (90) days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she whom is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)) with a view to determining whether they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officers’ knowledgeOfficer signing such certificate, without independent investigationthat to the best of such Officer's actual knowledge the Company and its Restricted Subsidiaries during such preceding fiscal year have kept, of the Issuer’s compliance with all conditions observed, performed and covenants fulfilled each and every condition and covenant under this Indenture (without regard to any period and no Default or Event of grace or requirement of notice provided under this Indenture) Default occurred during such year and in at the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review of come to their attention that would lead them to believe that the terms of this Indenture and the form of the Notes Company has violated any provisions hereof insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.02, 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 within 30 days five (5) Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the TrusteeTrustee within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, and within 120 days after the end of the last fiscal quarter of each of its such fiscal yearsyear, an Officers’ Certificate (provided' Certificate, however, that one complying with Section 314(a)(4) of the signatories TIA, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter (or, in the case of the last fiscal quarter, the preceding fiscal year) has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company and its respective Subsidiaries during such preceding fiscal quarter (or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)year, as to appropriate) has kept, observed, performed and fulfilled each and every such Officers’ knowledge, without independent investigation, covenant and that no Default or Event of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided Default under this Indenture, or event of default under the Senior Secured Credit Facility or event of default under any other bond, debenture, note or other evidence of indebtedness of the Company or any of its Subsidiaries, or under any mortgage, Indenture or other instrument (as that term is used in Section 6.01(4) occurred during such quarter (or year, as appropriate) or, if such signers do know of such an occurrence, the certificate shall describe the occurrence and its status with particularity. The Officers' Certificate shall disclose the Company's Net Worth at the end of such fiscal quarter (or year, as appropriate) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary The Company shall deliver to the then current recommendations Trustee within 120 days after the end of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by each fiscal year a written report of statement by the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Senior Subordinated Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) The Company shall and shall cause each of its Subsidiaries to deliver to the Trustee, forthwith upon becoming aware, and in any event within 5 days after the occurrence, of (i) If any Default or Event of Default has occurred and is continuing or under this Indenture; (ii) if any Holder seeks to exercise event of default under the Senior Secured Credit Facility or any remedy event of default under this Indenture with respect to a claimed Default any other bond, debenture, note or other evidence of Indebtedness of the Company or any of its Subsidiaries, or under this Indenture any mortgage, indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth other instrument (as that term is used in Section 11.2 hereof6.01(4)); and (iii) any decline in Net Worth such that the Net Worth is equal to or less than the Minimum Net Worth at the end of any fiscal quarter or any subsequent increase in Net Worth above such amount at the end of any fiscal quarter, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying with particularity such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) LNR shall deliver to the Trustee, within 120 90 days after the end of each of its LNR’s fiscal years, an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuershall be LNR’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the IssuerLNR’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer elect to of any change the manner in which it fixes its LNR’s fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the IssuerLNR’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer LNR shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.2, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days promptly upon LNR’s becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Each Co-Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 165 days after the end close of each fiscal year of its such Co-Issuer beginning with the fiscal yearsyear ending December 31, 2011, an Officers’ Certificate (providedCertificate, however, that one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of such Co-Issuer, stating that a review of the activities of such Co-Issuer and, in the case of the Officer’s Certificate delivered by the Company and the Guarantors has been made under the supervision of the signing Officers with a view to determining whether such Co-Issuer and the Guarantors (if applicable) have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuerbest of such Officer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ actual knowledge, without independent investigationsuch Co-Issuer and the Guarantors (if applicable) during such preceding fiscal year have kept, of the Issuer’s compliance with all conditions observed, performed and covenants fulfilled their respective obligations under this Indenture (without regard to any period in all material respects and as of grace the date of such certificate, there is no Default or requirement Event of notice provided under this Indenture) Default that has occurred and in is continuing or, if such signing Officers do know of such Default or Event of Default, the event any Default under this Indenture exists, such Officers certificate shall specify such Default or Event of Default and what action, if any, the nature of such DefaultCo-Issuers are taking or proposes to take with respect thereto. Each such The Officers’ Certificate shall also notify the Trustee should the either Co-Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary The Co-Issuers shall deliver to the then current recommendations Trustee as promptly as practicable and in any event within 30 days after the Co-Issuers (or any of their Officers) become aware of the American Institute occurrence of Certified Public Accountants, any Default an Officers’ Certificate specifying the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come and what action, if any, the Co-Issuers are taking or propose to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the TrusteeTrustee within 60 days after the end of its fiscal quarter an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal quarter has been made under the supervision of the signing Officers with a view to determining whether the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not such Officer knows of any failure by the Company, any Guarantor or any Subsidiary of the Company or a Guarantor to comply with any conditions or covenants in this Indenture and, if such Officer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date and shall notify the Trustee of any changes in the composition of the Board of Directors of the Company, any Guarantor or any of their Subsidiaries or of any amendment to the charter or bylaws of the Company, a Guarantor or any of their Subsidiaries. The Company and each Guarantor shall deliver to the Trustee within 120 105 days after the end of each of its fiscal years, an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that the Company, any Guarantor or any Subsidiary of the terms Company or a Guarantor was not in compliance with the provisions set forth in Section 4.3, 4.16, 4.18 or 4.21 of this Indenture Indenture. The Company and the form each Guarantor shall, so long as any of the Notes as they relate are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.what

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ Certificate (provided, however, stating that one a review of the signatories 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 it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, that, to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, or Additional Amounts, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So . Upon becoming aware of, and as of such time that the Company should reasonably have become aware of, a Default or Event of Default, the Company also shall deliver to the Trustee, as soon as possible and in any event within five days thereafter, written notice of any events which would constitute a Default or Event of Default, their status and what action the Company is taking or proposes to take in respect thereof. The Company shall comply with TIA Section 314(a)(4). The annual financial statements delivered pursuant to Section 4.17 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public AccountantsAccounting Standards Board, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end close of each of its fiscal years, year (which on the date hereof is December 31) an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to best of such Officers’ Officer's knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred dur- ing such year and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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 its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Company shall deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (or the extent that such Guarantor is so required under the TIA) Parent shall deliver to the Trustee, within 120 90 days after the end of each of its fiscal yearsyear, an Officers’ Certificate (provided, however, stating that one a review of the signatories activities of the Parent and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Parent, the Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that to the best of his or her knowledge, the Parent, the Issuer and the Guarantors have kept, observed, performed and fulfilled each and every covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default shall have occurred, describing all such Defaults of which he or she is may have knowledge and what action they are taking or propose to take with respect thereto) and that to the Issuer’s principal executive officer, principal financial officer best of his or principal accounting officer), as to such Officers’ knowledge, without independent investigation, her knowledge no event has occurred and remains in existence by reason of which payments on account of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period principal of grace or requirement interest, if any, on the Notes is prohibited or if such event has occurred, a description of notice provided under this Indenture) and in the event any Default under this Indenture existsand what action the Parent, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer elect and the Guarantors are taking or propose to change the manner in which it fixes its fiscal year endtake with respect thereto. (b) So The Issuer shall, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form any of the Notes as they relate to accounting mattersare outstanding, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereofforthwith upon any Officer becoming aware of any Default, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such eventDefault and what action the Parent, the Issuer and the Guarantors are taking or propose to take with respect thereto. (c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall provide written notice or other action within 30 days to the Trustee of the occurrence thereofany change in its fiscal year. Failure to provide any such Notice will not constitute a Default under this Indenture.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each Fiscal Year of its fiscal yearsthe Company, an Officers’ ' Certificate (provided, however, that one of signed by the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or and/or principal accounting officer)) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding Fiscal Year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ knowledgeofficer signing such certificate, without independent investigation, of that to the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature best of such officers' knowledge the Company during such preceding Fiscal Year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during such year and 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. Each such The Officers’ ' Certificate shall also notify the Trustee should if the Issuer elect Company elects to change the manner in which it fixes its fiscal year Fiscal Year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, howeverHOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee, at its address set forth in Section 11.2 hereof, Trustee 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 within 30 days promptly of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its the Company's fiscal years, an Officers’ ' Certificate (provided, however, stating that one a review of its activities during the preceding fiscal year has been made under the supervision of the signatories signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state officer signing such certificate, that he or she is to the Issuer’s principal executive best of such officer, principal financial officer or principal accounting officer), as to such Officers’ 's knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and that, to each officer's knowledge, at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such Officers’ Certificate , the certificate shall also notify describe the Trustee should the Issuer elect to change the manner in which it fixes Default or Event of Default and its fiscal year endstatus with particularity. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article IV, V or VI of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event violation. In the event that such written report of Default that would the Company's independent accountants cannot be disclosed in obtained, the course of Company shall deliver an audit examination conducted in accordance with generally accepted auditing standardsOfficers' Certificate certifying that it has used its best efforts to obtain such written report but was unable to do so. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by telegram or facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 60 days after the end of each the Company's fiscal quarters and within 90 days after the end of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal period has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ best of his knowledge, without independent investigationthe Company during such preceding fiscal period has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such period and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also include all calculations necessary to show covenant compliance. The Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 90 days after the end of each fiscal year a written report of statement by the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as . (c) The Company will deliver to the scope Trustee as soon as possible, and in any event within 10 days after the Company becomes aware or should reasonably have become aware of the audit examination, such independent certified public accountants shall not be liable by reason occurrence of any failure to obtain knowledge Default or Event of any Default, an Officers' Certificate specifying such Default or Event of Default that would not be disclosed in and what action the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default Company is taking or Event of Default has occurred and is continuing or (ii) if any Holder seeks proposes to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal yearsyear, an Officers’ Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer, Secretary or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, Controller of the Issuer’s compliance with all conditions Company signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and covenants under this Indenture (without regard to any period fulfilled each and every such covenant and no Default or Event of grace or requirement of notice provided under this Indenture) Default occurred during such year and in at the event any Default under this Indenture exists, such Officers shall specify the nature date of such certificate no Default or Event of Default has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall deliver to the Trustee, within ten days after becoming aware of any Default or Event of Default that would not be disclosed in the course performance of any covenant, agreement or condition contained in this Indenture, an audit examination conducted in accordance Officers’ Certificate specifying the Default or Event of Default and describing its status with generally accepted auditing standards. particularity. Upon the written request of the Trustee (i) If which may be given at any time and from time to time), the Company shall promptly provide written notice to the Trustee confirming that no Default or Event of Default has occurred and or is continuing continuing, or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the NotesEvent of Default has occurred or is continuing, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered written notice briefly describing such Default or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days Event of the occurrence thereofDefault.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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 its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Company shall deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate complying (provided, however, that one whether or not required) with Section 314(a)(4) of the signatories TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, the Collateral Documents and the Bank Credit Facilities and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she is not the Issuer’s principal executive officersigner knows of any failure by the Company, principal financial officer any Guarantor or principal accounting officer), as to such Officers’ knowledge, without independent investigation, any Subsidiary of the Issuer’s compliance Company or any Guarantor to comply with all any conditions and or covenants under in this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of its fiscal year a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that of Company or any Subsidiary of the terms Company was not in compliance with the provisions set forth in Section 5.3, 5.11, 5.14, or 5.19 of this Indenture and the form Indenture. (c) The Company shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default under this Indenture [or Event of Default has come to their attentionthe Bank Credit Facilities], an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing giving rise thereto from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of the Company's fiscal year, which currently ends on November 30 of each of its fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature best of such Officer's knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and if such that would lead them to believe that a Default or Event of Default under this Indenture has come occurred insofar as they relate to their attentionaccounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 11.02 hereof, 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 and the status thereof within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal years, an Officers’ Certificate (provided, however, that one year has been made under the supervision of the signatories signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she is not the Issuer’s principal executive officer, principal financial officer signer knows of any failure by the Company or principal accounting officer), as to such Officers’ knowledge, without independent investigation, any Subsidiary of the Issuer’s compliance Company to comply with all any conditions and or covenants under in this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations policies of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each of its fiscal years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that the Company or any Restricted Subsidiary of the terms Company was not in compliance with the provisions set forth in Article IV or V of this Indenture and the form Indenture. (c) The Company shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, promptly upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing unless one of its Trust Officers receives written notice thereof from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, an Officers’ Officer’s Certificate (provided, however, that one of the signatories signatory to each such Officers’ Officer’s Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 12.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Officer’s Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature best of such Officer's actual knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred dur- ing such year and 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms of this Indenture and the form of the Notes Sections 4.01, 4.04, 4.10, 4.11, 4.12 or Article Five insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.02, 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 within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each the Company's fiscal year an Officers' Certificate stating that a review of its fiscal years, an Officers’ Certificate (provided, however, that one activities and the activities of the signatories Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his or she is her knowledge the Issuer’s principal executive officerCompany during such preceding fiscal year has kept, principal financial officer observed, performed and fulfilled each and every such covenant and no event of default in respect of any payment obligation under the Credit Agreement and no Default or principal accounting officer)Event of Default occurred during such year or, as to if such Officers’ knowledgesigners do know of such an event of default, without independent investigationDefault or Event of Default, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in certificate shall describe the event any of default, Default under this Indenture exists, such Officers shall specify the nature or Event of such DefaultDefault and its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as as, and to the extent, not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each fiscal year a written report of statement by the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (ia) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer The Company shall deliver to the Trustee, at its address set forth forthwith upon becoming aware, and in Section 11.2 hereofany event within 5 days after the occurrence, by registered of (i) any Default or certified mail Event of Default; (ii) any event of default in respect of any payment obligation under the Credit Agreement or by facsimile transmission followed by hard copy by registered any event of default under any bond, debenture, note, or certified mail other evidence of Indebtedness of the Company or any of the Subsidiaries, or under any mortgage, indenture or other instrument, an Officers’ ' Certificate specifying with particularity such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company’s fiscal yearsyears commencing with the fiscal year ending December 31, 2010, an Officers’ Certificate (provided, however, stating that one a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, best of his knowledge at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered to the Trustee pursuant to Section 4.8 4.09 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms financial statements which are a part of this Indenture and such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the form Company has violated any provisions of the Notes Article Four or Five insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, 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 within 30 days of the occurrence thereofaction.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, Trustee within 120 days after the end of each of its their fiscal years, year an Officers’ Certificate (provided' Certificate, however, that one of the signatories to each such Officers’ Certificate must state that he signers of which shall be the principal executive, financial or she is the Issuer’s principal executive officer, principal financial accounting officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance Issuers, complying (whether or not required) with all conditions Section 314(a)(4) of the TIA and covenants stating that a review of their activities and the activities of their Subsidiaries during the preceding fiscal year has been made under this Indenture the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations (without regard to any period of notice requirements or grace or requirement of notice provided under this Indentureperiods) and in the event any Default under this Indenture existsand further stating, as to each such Officers shall specify Officer signing such certificate, whether or not the nature signer knows of any failure by the Issuers, any Guarantor or any Subsidiary of the Issuers or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So The Issuers shall, so long as not contrary any of the Securities are outstanding, deliver to the then current recommendations Trustee, immediately upon becoming aware of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Issuers are taking or propose to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at unless one of its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, Trust Officers receives notice or other action within 30 days of the occurrence thereofDefault giving rise thereto from the Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a1) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each of its fiscal years, year an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is of which shall be the IssuerCompany’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, ) complying with Section 314(a)(4) of the Issuer’s compliance Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with all conditions a view to determining whether the Company has kept, observed, performed and covenants fulfilled its obligations under this Indenture (all without regard to any period periods of grace grace, which shall be deemed fulfilled unless and until the expiration of such periods) or requirement of notice provided under this Indenturerequirements) and further stating, as to each such officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b2) So The Company shall, so long as not contrary to the then current recommendations any of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason Securities of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notesseries are outstanding, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereofimmediately upon becoming aware of any Event of Default with respect to such series under this Indenture, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, Event of Default and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of an Event of Default unless one of its Responsible Officers receives notice or other action within 30 days of the occurrence thereofEvent of Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, within 120 days after the end close of each fiscal year of its fiscal yearsthe Company, an Officers’ Certificate (provided, however, stating that one a review of the signatories activities of each of the Issuers has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Issuers or the applicable Guarantor during such preceding fiscal year have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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 its status with particularity. Each such The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuer Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Issuers have violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Issuers shall deliver to the Trustee, in the event that any Officer becomes aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 4.06(a), one of the Officers signing such Officers' Certificate shall be the Chief Financial Officer, the Chief Executive Officer or the President of the Company. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included of such financial statements (which is directed primarily to the expression of their opinion on such financial statements taken as a review whole and not toward obtaining knowledge of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (Bnon-compliance with credit agreements) whether, in connection with their audit examination, any Default or Event of Default nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Article Four or Five of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notescontinuing, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, Trustee by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action and what action the Company has taken or proposes to take with respect thereto within 30 days five Business Days of the occurrence thereofits occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 90 days after the end of each the Company's fiscal year, commencing with the first full fiscal year after the date of its fiscal yearsthis Indenture, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of such Officer's knowledge the Company or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)such Guarantor, as to the case may be, during such Officers’ knowledgepreceding fiscal year has kept, without independent investigationobserved, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such Officers’ Certificate The Company shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) providing that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 13.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days five Business Days of its becoming aware of such occurrence. The Trustee shall not be deemed to have notice of any Default or Event of Default unless one of its Trust Officers receives written notice thereof from the Company or any of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. The Company shall furnish to the First Priority Indenture Trustee, shall ensure that the First Priority Indenture Trustee promptly furnishes without cost to each First Priority Holder copies of, and shall maintain on the Company’s web site, accessible to all visitors, copies of: (a) The Issuer and each Guarantor within one hundred twenty (the extent that such Guarantor is so required under the TIA120) shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ Certificate (provided, however, that one complying with Section 314(a)(4) of the signatories TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this First Priority Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she not the signer knows of any failure by the Company to comply with any conditions or covenants in this First Priority Indenture or any Event of Default or Default which has occurred and is the Issuer’s principal executive officercontinuing and, principal financial officer or principal accounting officer), as to if such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature signer does know of such Defaulta failure or default, the certificate shall describe such failure or default with particularity. Each such The Officers’ Certificate shall also notify the First Priority Indenture Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year end.end on any date other than the current fiscal year end date. The Company shall also comply with all other provisions of Section 314 of the TIA, including Section 314(b) thereof; and (b) So so long as not contrary to the then current recommendations any of the American Institute First Priority Securities are outstanding and promptly upon becoming aware of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionDefault, an Officers’ Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The First Priority Indenture Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or any Event of Default has occurred and is continuing unless one of its Trust Officers receives written notice thereof from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofFirst Priority Holders at the Corporate Trust Office and such notice references the First Priority Securities (including CUSIP and/or CINS number) and this First Priority Indenture.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, within 120 days after the end close of each fiscal year of its fiscal yearsthe Company, an Officers’ Certificate (provided, however, stating that one a review of the signatories activities of each of the Issuers has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Issuers or the applicable Guarantor during such preceding fiscal year have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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 its status with particularity. Each such The applicable Officers’ Certificate shall also notify the Trustee should either of the Issuer Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the IssuerCompany’s certified independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Issuers have violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Issuers shall promptly deliver to the Trustee, in the event that any Officer becomes aware of any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, and is continuing in any event within 10 days of such Officer’s becoming aware of such Default or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the NotesEvent of Default, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, within 120 days after the end of each of its their fiscal years, an Officers’ ' Certificate complying (provided, however, that one whether or not required) with Section 314(a)(4) of the signatories TIA and stating that a review of their activities and the activities of their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Authorized Representatives with a view to determining whether each of the Issuers has or has caused to be, kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Authorized Representative signing such certificate, whether or she is not the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, signer knows of any failure by either of the Issuer’s compliance Issuers or any Subsidiary of either of the Issuers to comply with all any conditions and or covenants under in this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Issuers shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each of their fiscal years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that either of the terms Issuers or any Subsidiary of either of the Issuers was not in compliance with the provisions set forth in Section 5.3, 5.11, 5.15, 5.19, or 5.20 of this Indenture and the form or any of the Notes provisions of the Mortgage Documents. (c) Each of the Issuers shall, so long as they relate any of the Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Issuers are taking or propose to take with respect thereto. The Trustee shall not be disclosed in deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days giving rise thereto from either of the occurrence thereofIssuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate complying (provided, however, that one whether or not required) with Section 314(a)(4) of the signatories TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, the Collateral Documents and the Bank Credit Facilities and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she is not the Issuer’s principal executive officersigner knows of any failure by the Company, principal financial officer any Guarantor or principal accounting officer), as to such Officers’ knowledge, without independent investigation, any Subsidiary of the Issuer’s compliance Company or any Guarantor to comply with all any conditions and or covenants under in this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of its fiscal year a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that of Company or any Subsidiary of the terms Company was not in compliance with the provisions set forth in Section 5.3, 5.11, 5.14, or 5.19 of this Indenture and the form Indenture. (c) The Company shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default under this Indenture, or Event an event of Default has come to their attentiondefault under the Bank Credit Facilities, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would under the Indenture, or event of default under the Bank Credit Facilities, as applicable, and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing giving rise thereto from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 105 days after the end of each of its fiscal quarters and fiscal years, an Officers’ ' Certificate of the Company (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s Company's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, ' knowledge without independent investigation, of the Issuer’s Company's compliance with all conditions and covenants under this Indenture (without regard to for any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of or Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail mail, or by facsimile transmission followed by hard copy by registered or certified mail mail, an Officers’ ' Certificate specifying such event, notice or other action within 30 10 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end close of each fiscal year, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Issuer and the Guarantors, has been made under the supervision of the signing Officer with a view to determining whether the Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which they are a party and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s actual knowledge, the Issuer and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents to which they are a party in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is (including, without limitation, a Default or Event of Default triggered by the failure of the Issuer and/or a Mortgaged Guarantor to maintain the Security Interests of each of its fiscal yearsthe Security Documents required to be maintained on such date) or, an Officers’ Certificate (providedif such signing Officers do know of such Default or Event of Default, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers certificate shall specify such Default or Event of Default and what action, if any, the nature of such DefaultIssuer is taking or proposes to take with respect thereto. Each such Officers’ The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary The Issuer shall deliver to the then current recommendations Trustee as promptly as practicable and in any event within 30 days after the Issuer (or any of its Officers) becomes aware of the American Institute occurrence of Certified Public Accountants, any Default an Officer’s Certificate specifying the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and what action, if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notesany, the Issuer shall deliver is taking or proposes to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereoftake with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of the signatories 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 it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, that, to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So . Upon becoming aware of, and as of such time that the Company should reasonably have become aware of, a Default, the Company also shall deliver to the Trustee, within 30 days thereafter, written notice of any events which would constitute a Default, their status and what action the Company is taking or proposes to take in respect thereof. The annual financial statements delivered pursuant to Section 4.17 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a1) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company’s fiscal years, an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is shall be the IssuerCompany’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the IssuerCompany’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Company’s exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year year-end. (b2) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (iA) If any Default or Event of Default has occurred and is continuing or (iiB) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof13.02, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days promptly upon its becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Each Co-Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 165 days after the end close of each fiscal year of its fiscal yearssuch Co-Issuer, an Officers’ Certificate (providedCertificate, however, that one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of such Co-Issuer, stating that a review of the activities of such Co-Issuer and, in the case of the Officer’s Certificate delivered by the Company and the Guarantors has been made under the supervision of the signing Officers with a view to determining whether such Co-Issuer and the Guarantors (if applicable) have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuerbest of such Officer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ actual knowledge, without independent investigationsuch Co-Issuer and the Guarantors (if applicable) during such preceding fiscal year have kept, of the Issuer’s compliance with all conditions observed, performed and covenants fulfilled their respective obligations under this Indenture (without regard to any period in all material respects and as of grace the date of such certificate, there is no Default or requirement Event of notice provided under this Indenture) Default that has occurred and in is continuing or, if such signing Officers do know of such Default or Event of Default, the event any Default under this Indenture exists, such Officers certificate shall specify such Default or Event of Default and what action, if any, the nature of such DefaultCo-Issuers are taking or proposes to take with respect thereto. Each such The Officers’ Certificate shall also notify the Trustee should the either Co-Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary The Co-Issuers shall deliver to the then current recommendations Trustee as promptly as practicable and in any event within 30 days after the Co-Issuers (or any of their Officers) become aware of the American Institute occurrence of Certified Public Accountants, any Default an Officers’ Certificate specifying the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come and what action, if any, the Co-Issuers are taking or propose to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company’s fiscal yearsyears commencing with the fiscal year ending December 31, 2004, an Officers’ Certificate (provided, however, stating that one a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, best of his knowledge at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered to the Trustee pursuant to Section 4.8 4.09 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms financial statements which are a part of this Indenture and such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the form Company has violated any provisions of the Notes Article Four, Five or Six insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, 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 within 30 days of the occurrence thereofaction.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Guarantors shall deliver to the Trustee, within 120 90 days after the end of each of its their fiscal quarters and fiscal years, an Officers’ ' Certificate of the Issuer or such Guarantor (as applicable) (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s 's or such Guarantor's (as applicable) principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, ' knowledge of the Issuer’s 's, the Company's or such other Guarantor's (as applicable) compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Issuer or any Guarantor (as applicable) exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should such Issuer or the Issuer Company (as applicable) elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountantsgenerally accepted auditing and accounting standards, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 10 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal years of its fiscal yearsthe Issuer, an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company's fiscal years, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, best of his knowledge at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered to the Trustee pursuant to Section 4.8 4.09 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms financial statements which are a part of this Indenture and such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the form Company has violated any provisions of the Notes Article Four, Five or Six insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, 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 within 30 days of the occurrence thereofaction.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate complying (provided, however, that one whether or not required) with Section 314(a)(4) of the signatories TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and the Collateral Documents and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she is not the Issuer’s principal executive officersigner knows of any failure by the Company, principal financial officer any Guarantor or principal accounting officer), as to such Officers’ knowledge, without independent investigation, any Subsidiary of the Issuer’s compliance Company or any Guarantor to comply with all any conditions and or covenants under in this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of its fiscal year a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that of Company or any Subsidiary of the terms Company was not in compliance with the provisions set forth in Section 5.3, 5.11, 5.14, or 5.19 of this Indenture and the form Indenture. (c) The Company shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing giving rise thereto from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, (i) within 120 90 days after the end of each the Company's fiscal year and (ii) within 15 days after the Trustee's written request stating that the Trustee has a reasonable basis to believe an Event of its fiscal yearsDefault has occurred, an Officers’ ' Certificate (providedstating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year, howeverin the case of Section 4.06(a)(i), that one or the preceding four fiscal quarters in the case of Section 4.06(a)(ii), has been made under the supervision of the signatories signing Officers with a view to determining whether the Company has complied with its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature best of such Officer's knowledge the Company during such preceding fiscal year has complied with each and every such covenant and no Default or Event of Default occurred during such year and 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 11.02 hereof, 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 within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end close of each fiscal year and 45 days after the close of its each fiscal yearsquarter, an Officers’ Certificate (provided, however, that one of which Officers shall be the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)officer of the Company) stating that a review of the activities of the Company and the Subsidiary Guarantors has been made under the supervision of the signing Officers with a view to determining whether the Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officers’ Officer signing such certificate, that to the best of his or her knowledge, without independent investigationthe Company and the Subsidiary Guarantors during such preceding fiscal year or fiscal quarter, as the case may be, have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such period and at the Issuer’s compliance with all conditions date of such certificate no Default or Event of Default has occurred and covenants under this Indenture (without regard to any period is continuing or, if such signers do know of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsor Event of Default, such Officers the certificate shall specify the nature of such Defaultdescribe its status with reasonable particularity. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company or a Subsidiary Guarantor elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary . For purposes of this Section 4.08(a), performance by the Company and the Subsidiary Guarantors of their obligations under this Indenture shall be determined without regard to any grace period or requirement of notice provided pursuant to the then current recommendations terms of the American Institute of Certified Public Accountants, the this Indenture. The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event violation. The Company shall deliver to the Trustee, within ten days of Default that would not be disclosed in the course becoming aware of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Garden State shall deliver to the Trustee, within 120 days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 4.06(a), one of the Officers signing such Officers' Certificate shall be the Chief Financial Officer, the Chief Executive Officer or the President of the Company. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (Areputation reasonably satisfactory to the Trustee) that in conducting their audit examination has included of such financial statements (which is directed primarily to the expression of their opinion on such financial statements taken as a review whole and not toward obtaining knowledge of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (Bnon-compliance with credit agreements) whether, in connection with their audit examination, any Default or Event of Default nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Article Four, Five or Six of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or continuing, (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default default under this Indenture or the NotesNotes or (iii) if the trustee for or the holder of any other evidence of Debt of the Company or any Subsidiary seeks to exercise any remedy with respect to a claimed default, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, Trustee by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action and what action the Company has taken or proposes to take with respect thereto within 30 days five Business Days of the occurrence thereofits occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, an Officers’ Certificate (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ cers' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary Caterair shall deliver to the then current recommendations Trustee, within 120 days after the end of Caterair's fiscal year, an Officers' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the American Institute signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of Certified Public Accountantshis knowledge Caterair during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during such year and 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 Caterair elect to change the manner in which it fixes its fiscal year end. (c) The copy of the annual report on Form 10-K of the Issuer as filed with the SEC or the annual financial statements delivered to the Trustee pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms 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 Issuer has violated any provisions of Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, Trustee by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or 64 -55- other action within 30 days five Business Days of the occurrence thereofits actual knowledge of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each the Company's fiscal year an Officers' Certificate stating that a review of its fiscal years, an Officers’ Certificate (provided, however, that one activities and the activities of the signatories Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his or she is her knowledge the Issuer’s principal executive officerCompany during such preceding fiscal year has kept, principal financial officer observed, performed and fulfilled each and every such covenant and no event of default in respect of any payment obligation under the Credit Agreement and no Default or principal accounting officer)Event of Default occurred during such year or, as to if such Officers’ knowledgesigners do know of such an event of default, without independent investigationDefault or Event of Default, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in certificate shall describe the event any of default, Default under this Indenture exists, such Officers shall specify the nature or Event of such DefaultDefault and its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as as, and to the extent, not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each fiscal year a written report of statement by the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default relating to accounting matters has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer The Company shall deliver to the Trustee, at its address set forth forthwith upon becoming aware, and in Section 11.2 hereofany event within 5 days after the occurrence, by registered of (i) any Default or certified mail Event of Default; (ii) any event of default in respect of any payment obligation under the Credit Agreement or by facsimile transmission followed by hard copy by registered any event of default under any bond, debenture, note, or certified mail other evidence of Indebtedness of the Company or any of the Subsidiaries, or under any mortgage, indenture or other instrument, an Officers’ ' Certificate specifying with particularity such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, Trustee within 120 days after the end of each of its their fiscal years, year an Officers’ Certificate (providedCertificate, however, that one of the signatories to each such Officers’ Certificate must state that he signers of which shall be the principal executive, financial or she is the Issuer’s principal executive officer, principal financial accounting officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance , complying (whether or not required) with all conditions Section 314(a)(4) of the TIA and covenants stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under this Indenture the supervision of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations (without regard to any period of notice requirements or grace or requirement of notice provided under this Indentureperiods) and in the event any Default under this Indenture existsand further stating, as to each such Officers shall specify Officer signing such certificate, whether or not the nature signer knows of any failure by the Issuer, any Guarantor or any Subsidiary of the Issuer or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So The Issuer shall, so long as not contrary any of the Securities are outstanding, deliver to the then current recommendations Trustee, immediately upon becoming aware of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers’ Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Issuer is taking or propose to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed unless one of its Trust Officers receives notice of the Default under this Indenture or the Notes, giving rise thereto from the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days any of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal years, an Officers’ Certificate (provided, however, that one year has been made under the supervision of the signatories signing Officers and stating, as to each such Officers’ Certificate must state that he or she is Officer signing such certificate, to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ best of his knowledge, without independent investigationbased on such review, whether or not the signer knows of any Event of Default or event which with notice or the passage of time would become an Event of Default which has occurred and is continuing (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Defaults of which such signer may have knowledge and what action each is taking or proposed to take with respect thereto) and that to the best of such signer's knowledge no event has occurred and remains in existence by reason of which payments on account of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period principal of grace or requirement interest, if any, on the Securities are prohibited or if such event has occurred, a description of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Defaultand what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So The Company shall, so long as not contrary any of the Securities are outstanding, deliver to the then current recommendations Trustee, promptly upon becoming aware of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionDefault, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or any Event of Default has occurred and is continuing unless one of its Trust Officers receives written notice thereof from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofHolders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate of the Issuer (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s 's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, ' knowledge of the Issuer’s 's and the Restricted Subsidiaries' compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture or Event of Default exists, such Officers shall specify the nature of such Default or Event of Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountantsgenerally accepted auditing and accounting standards, the annual financial statements delivered pursuant to Section 4.8 4.05 shall be accompanied by a written report of the Issuer’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notescontinuing, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer, Secretary or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, Controller of the Issuer’s compliance with all conditions Company signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and covenants under this Indenture (without regard to any period fulfilled each and every such covenant and no Default or Event of grace or requirement of notice provided under this Indenture) Default occurred during such year and in at the event any Default under this Indenture exists, such Officers shall specify the nature date of such certificate no Default or Event of Default has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall deliver to the Trustee, within ten days after becoming aware of any Default or Event of Default that would not be disclosed in the course performance of any covenant, agreement or condition contained in this Indenture, an audit examination conducted in accordance Officers' Certificate specifying the Default or Event of Default and describing its status with generally accepted auditing standards. particularity. Upon the written request of the Trustee (i) If which may be given at any time and from time to time), the Company shall promptly provide written notice to the Trustee confirming that no Default or Event of Default has occurred and or is continuing continuing, or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the NotesEvent of Default has occurred or is continuing, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered written notice briefly describing such Default or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days Event of the occurrence thereofDefault.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Lennar shall deliver to the Trustee, within 120 90 days after the end of each of its Lennar's fiscal years, an Officers’ ' Certificate (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is the Issuer’s shall be Lennar's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s Lennar's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to of any change the manner in which it fixes its Lennar's fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Lennar's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Lennar shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.2, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days promptly upon Lennar's becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, within 120 105 days after the end of each of its their respective fiscal yearsquarters, an Officers’ ' Certificate of each of the Issuers (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the respective Issuer’s 's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s Issuers' compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Issuers exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the such Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Abraxas' independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Abraxas shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 10 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, Trustee within 120 days after the end of each of its their fiscal years, year an Officers’ Certificate (provided' Certificate, however, that one of the signatories to each such Officers’ Certificate must state that he signers of which shall be the principal executive, financial or she is the Issuer’s principal executive officer, principal financial accounting officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance Issuers, complying (whether or not required) with all conditions Section 314(a)(4) of the TIA and covenants stating that a review of their activities and the activities of their Subsidiaries during the preceding fiscal year has been made under this Indenture the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations (without regard to any period of notice requirements or grace or requirement of notice provided under this Indentureperiods) and in the event any Default under this Indenture existsand further stating, as to each such Officers shall specify Officer signing such certificate, whether or not the nature signer knows of any failure by the Issuers, any Guarantor or any Subsidiary of the Issuers or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Issuers shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each of their fiscal years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that the Issuers or any Subsidiary of the terms Issuers were not in compliance with the provisions set forth in Section 4.3, 4.10 or 4.13 of this Indenture and the form Indenture. (c) The Issuers shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Issuers are taking or propose to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at unless one of its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, Trust Officers receives notice or other action within 30 days of the occurrence thereofDefault giving rise thereto from the Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Each Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of such Issuer has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to best of such Officers’ Officer's knowledge, without independent investigationsuch Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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 its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Issuers elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Issuers' independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Issuers have violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Each Issuer shall deliver to the Trustee, at its address set forth forthwith upon becoming aware of any Default or Event of Default in Section 11.2 hereofthe performance of any covenant, by registered agreement or certified mail or by facsimile transmission followed by hard copy by registered or certified mail condition contained in this Indenture, an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each of its fiscal years, year an Officers’ Certificate (provided' Certificate, however, that one of the signatories to each such Officers’ Certificate must state that he signers of which shall be the principal executive, financial or she is the Issuer’s principal executive officer, principal financial accounting officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance Company, complying (whether or not required) with all conditions Section 314(a)(4) of the TIA and covenants stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under this Indenture the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations (without regard to any period of notice requirements 49 59 or grace or requirement of notice provided under this Indentureperiods) and in the event any Default under this Indenture existsand further stating, as to each such Officers shall specify Officer signing such certificate, whether or not the nature signer knows of any failure by the Company, any Guarantor or any Subsidiary of the Company or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each of its fiscal years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that the Company or any Subsidiary of the terms Company were not in compliance with the provisions set forth in Section 3, 4.10 or 4.13 or Article X of this Indenture and the form Indenture. (c) The Company shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company are taking or propose to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at unless one of its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, Trust Officers receives notice or other action within 30 days of the occurrence thereofDefault giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate of the Issuer (providedPROVIDED, howeverHOWEVER, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s 's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, ' knowledge of the Issuer’s 's and the Restricted Subsidiaries' compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture or Event of Default exists, such Officers shall specify the nature of such Default or Event of Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountantsgenerally accepted auditing and accounting standards, the annual financial statements delivered pursuant to Section 4.8 4.05 shall be accompanied by a written report of the Issuer’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, howeverHOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notescontinuing, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a1) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its the Company's fiscal years, an Officers’ ' Certificate (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s Company's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s Company's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should of any change in the Issuer elect to change the manner in which it fixes its Company's fiscal year year-end. (b2) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Supplemental Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Supplemental Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof10.3, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days promptly upon the Company's becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end close of each fiscal year and 45 days after the close of its each fiscal yearsquarter, commencing July 15, 2011, an Officers’ Certificate (provided, however, that one of which Officers shall be the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)officer of the Company) stating that a review of the activities of the Company and the Subsidiary Guarantors has been made under the supervision of the signing Officers with a view to determining whether the Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officers’ Officer signing such certificate, that to the best of his or her knowledge, without independent investigationthe Company and the Subsidiary Guarantors during such preceding fiscal year or fiscal quarter, as the case may be, have kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such period and at the Issuer’s compliance with all conditions date of such certificate no Default or Event of Default has occurred and covenants under this Indenture (without regard to any period is continuing or, if such signers do know of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsor Event of Default, such Officers the certificate shall specify the nature of such Defaultdescribe its status with reasonable particularity. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company or a Subsidiary Guarantor elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary . For purposes of this Section 1.01(ww), performance by the Company and the Subsidiary Guarantors of their obligations under this Indenture shall be determined without regard to any grace period or requirement of notice provided pursuant to the then current recommendations terms of the American Institute of Certified Public Accountants, the this Indenture. The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article 4, 5 or 6 of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event violation. The Company shall deliver to the Trustee, within ten days of Default that would not be disclosed in the course becoming aware of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature date of such certificate no Default or Event of Default has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article 4, 5 or 6 of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Company shall deliver to the Trustee, within ten days of becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a1) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature date of such certificate no Default or Event of Default has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b2) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i3) If The Company shall deliver to the Trustee, within ten days of becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 105 days after the end of each of its fiscal yearsquarters, an Officers’ ' Certificate (providedPROVIDED, howeverHOWEVER, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s 's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s 's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, howeverHOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 10 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its the Company's fiscal years, an Officers’ ' Certificate (provided, however, that one of signed by the signatories to each such Officers’ Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ knowledgeofficer signing such certificate, without independent investigation, of that to the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature best of such officers' knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during such year and 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee, at its address set forth in Section 11.2 hereof, Trustee 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 within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company's fiscal years, an Officers’ ' Certificate (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s Company's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s Company's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Company's exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting ac- 68 - 60 - counting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.02, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days promptly upon its becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature best of such Officer's actual knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms of this Indenture and the form of the Notes Section 4.01, 4.04, 4.10, 4.11, 4.12 or 4.20 or Article Five insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof12.02, by registered or certified mail or by telegram or facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature date of such certificate no Default or Event of Default has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10, if required by the rules and regulations of the SEC, shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Company shall deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of the signatories 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 it has kept, observed, performed and fulfilled, and has caused each of its 71 Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, that, to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So . Upon becoming aware of, and as of such time that the Company should reasonably have become aware of, a Default or Event of Default, the Company also shall deliver to the Trustee, as soon as possible and in any event within five days thereafter, written notice of any events which would constitute a Default or Event of Default, their status and what action the Company is taking or proposes to take in respect thereof. The Company shall comply with TIA Section 314(a)(4). The annual financial statements delivered pursuant to Section 4.17 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public AccountantsAccounting Standards Board, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end close of each fiscal year, an Officers' Certificate 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 it has kept, observed, performed and fulfilled, and has caused each of its fiscal yearsSubsidiaries to keep, an Officers’ Certificate (providedobserve, howeverperform and fulfill its obligations under this Indenture and further stating, that one of the signatories as to each such Officers’ Certificate must state that he or she is Officer signing such certificate, that, to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ best of his knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default. (b) So The annual financial statements delivered pursuant to Section 4.10 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer The Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereofwithin 5 Business Days, by registered upon any officer becoming aware of any Default or certified mail any default or by facsimile transmission followed by hard copy by registered event of default under any document, instrument or certified mail agreement representing Indebtedness of the Company, an Officers’ ' Certificate specifying the Default or such event, notice default or other action within 30 days event of the occurrence thereofdefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end close of each fiscal year, an Officers' Certificate 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 it has kept, observed, performed and fulfilled, and has caused each of its fiscal yearsSubsidiaries to keep, an Officers’ Certificate (providedobserve, howeverperform and fulfill its obligations under this Indenture and the Escrow Agreement and further stating, that one of the signatories as to each such Officers’ Certificate must state that he or she is Officer signing such certificate, that, to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ best of his knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and the Escrow Agreement and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture or the Escrow Agreement within five Business Days of becoming aware of any such default. (b) So The annual financial statements delivered pursuant to Section 4.10 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Guarantors shall deliver to the Trustee, within 120 90 days after the end close of each of its fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Issuer and the Guarantors during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Issuer and the Guarantors has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he or she is Officer signing such certificate, that, to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ best of his knowledge, without independent investigation, each of the Issuer’s compliance with all conditions Issuer and covenants under the Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture (without regard to any period and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The applicable Officers’ ' Certificate shall also notify the Trustee should the Parent or the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So The annual financial statements delivered pursuant to Section 4.10 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Parent's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Parent or any of its Subsidiaries have violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer The Parent shall deliver to the Trustee, at within 5 Business Days, upon any officer becoming aware of any Default or any default or event of default under any document, instrument or agreement representing Indebtedness of the Parent or any of its address set forth in Section 11.2 hereofRestricted Subsidiaries, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying the Default or such event, notice default or other action within 30 days event of the occurrence thereofdefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, an Officers’ Officer’s Certificate (provided, however, that one of the signatories to each such Officers’ Officer’s Certificate must state that he or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ Officer’s knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Officer’s Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Parent shall deliver to the Trustee, within 120 90 days after the end of each of its Parent’s fiscal years, year an Officers’ Certificate (provided, however, stating that one a review of the signatories activities of Parent and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether Parent and each Restricted Subsidiary has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that to the best of his or her knowledge, no Default or Event of Default shall have occurred and be continuing, (or, if a Default or Event of Default shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the Issuer’s principal executive officer, principal financial officer best of his or principal accounting officer), as to such Officers’ knowledge, without independent investigation, her knowledge no event has occurred and remains in existence by reason of which payments on account of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period principal of grace or requirement interest, if any, on the Notes are prohibited or if such event has occurred, a description of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Defaultand what action Parent and each Restricted Subsidiary is taking or proposes to take with respect thereto. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Parent and each Restricted Subsidiary elect to change the manner in which it fixes its fiscal year end. (b) So Parent will, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form any of the Notes as they relate are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, forthwith upon any Officer becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionDefault, an Officers’ Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default and what action Parent is taking or Event of Default has occurred and is continuing or (ii) if any Holder seeks proposes to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) LNR shall deliver to the Trustee, within 120 90 days after the end of each of its LNR's fiscal years, an Officers’ ' Certificate (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is the Issuer’s shall be LNR's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s LNR's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to of any change the manner in which it fixes its LNR's fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s LNR's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer LNR shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.2, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days promptly upon LNR's becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company’s fiscal years, an Officers’ Certificate (provided, however, stating that one a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, best of his knowledge at the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered to the Trustee pursuant to Section 4.8 4.09 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms financial statements which are a part of this Indenture and such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the form Company has violated any provisions of the Notes Article Four, Five or Six insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (c) So long as any of the Notes are outstanding (i) If if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, 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 within 30 days of the occurrence thereofaction.

Compliance Certificate; Notice of Default. (a1) The Issuer Company and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 90 days after the end of each of its the Company’s fiscal yearsyear commencing with the fiscal year ending December 30, 2018, an Officers’ Certificate stating that a review of its activities during the preceding fiscal year has been made under the supervision of the signing Officers (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she whom is the Issuer’s principal executive officer, principal financial officer or principal accounting officer)) with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ knowledgeOfficer signing such certificate, without independent investigationthat to the best of such Officer’s actual knowledge the Company during such preceding fiscal year has kept, of the Issuer’s compliance with all conditions observed, performed and covenants fulfilled each and every condition and covenant under this Indenture (without regard to any period and no Default or Event of grace or requirement of notice provided under this Indenture) Default occurred during such year and in at the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder has provided written notice to the Company that such Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.02, by registered or certified mail or by telegram or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such eventevent or notice, notice or other action and the status thereof within 30 days ten Business Days of the occurrence thereofany such officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 105 days after the end of each of its their respective fiscal quarters and fiscal years, an Officers’ ' Certificate of the Company (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s Company's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s Company's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Company's exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 11.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 10 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company’s fiscal yearsyear, an Officers’ Certificate (provided, however, stating that one a review of its activities during the preceding fiscal year has been made under the supervision of the signatories signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he or she is Officer signing such certificate, that, to the Issuerbest of such Officer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigationafter due inquiry, of the Issuer’s compliance with all conditions Company during such preceding fiscal year has kept, observed, performed and covenants under this Indenture (without regard to any period of grace or requirement of notice provided fulfilled each and every such covenant under this Indenture) , and in that no Default or Event of Default occurred during such year, and at the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of hereunder directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 12.02 hereof, 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 within 30 days three (3) Business Days of its becoming aware of such occurrence. If there shall be any event, fact, circumstance or condition which constitutes or results in, or would constitute or result in with the occurrence thereofgiving of notice or passage of time or both, a Default or an Event of Default, in each case, under this Indenture, any Collateral Agreement, the Registration Rights Agreement and any related document or agreement, the Company shall deliver to the Trustee, at its address set forth in Section 12.02 hereof, 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 within ten (10) Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee quarterly within 120 days after the end times for delivery of each annual and quarterly financial statements under Section 5.8 below an Officers' Certificate complying (whether or not required) with Section 314 (a) (4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal years, an Officers’ Certificate (provided, however, that one year has been made under the supervision of the signatories signing officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she is not the Issuer’s principal executive officersigner knows of any failure by the Company, principal financial officer any Guarantor or principal accounting officer), as to such Officers’ knowledge, without independent investigation, any Subsidiary of the Issuer’s compliance Company or any Guarantor to comply with all any conditions and or covenants under in this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture existsand, if such Officers shall specify the nature signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each of its fiscal years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that the Company or any Subsidiary of the terms Company was not in compliance with the provisions set forth in Sections 5.3, 5.11, 5.14, 5.15, or 5.16 of this Indenture and the form Indenture. (c) The Company shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers, Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at unless one of its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, trust officers receives notice or other action within 30 days of the occurrence thereofDefault giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Issuers shall deliver to the Trustee, Trustee within 120 days after the end of each of its their fiscal years, year an Officers’ Certificate (provided' Certificate, however, that one of the signatories to each such Officers’ Certificate must state that he signers of which shall be the principal executive, financial or she is the Issuer’s principal executive officer, principal financial accounting officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance Issuers, complying (whether or not required) with all conditions Section 314(a)(4) of the TIA and covenants stating that a review of their activities and the activities of their Subsidiaries during the preceding fiscal year has been made under this Indenture the supervision of the signing Officers with a view to determining whether the Issuers have kept, observed, performed and fulfilled its obligations (without regard to any period of notice requirements or grace or requirement of notice provided under this Indentureperiods) and in the event any Default under this Indenture existsand further stating, as to each such Officers shall specify Officer signing such certificate, whether or not the nature signer knows of any failure by the Issuers, any Guarantor or any Subsidiary of the Issuers or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such Defaulta failure to comply, the certificate shall describe such failure with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations recommendation of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Issuers shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each of their fiscal years a written report of the Issuer’s a firm of independent certified public accountants (who shall be a firm of with an established national reputation) reputation stating (A) that in conducting their audit examination for such fiscal year, nothing has included a review come to their attention that caused them to believe that the Issuers or any Subsidiary of the terms Issuers were not in compliance with the provisions set forth in Section 4.3, 4.10 or 4.13 or Article X of this Indenture and the form Indenture. (c) The Issuers shall, so long as any of the Notes as they relate Securities are outstanding, deliver to accounting mattersthe Trustee, and (B) whether, in connection with their audit examination, immediately upon becoming aware of any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionunder this Indenture, an Officers' Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Issuers are taking or propose to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any a Default or an Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at unless one of its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, Trust Officers receives notice or other action within 30 days of the occurrence thereofDefault giving rise thereto from the Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.09 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included of such financial statements (which is directed primarily to the expression of their opinion on such financial statements taken as a review whole and not toward obtaining knowledge of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (Bnon-compliance with credit agreements) whether, in connection with their audit examination, any Default or Event of Default nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Article Four, Five or Six of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or continuing, (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default default under this Indenture or the NotesNotes or (iii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary seeks to exercise any remedy with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $20,000,000), the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, Trustee 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 within 30 days five Business Days of the occurrence thereofits occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ Certificate of the Issuer (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is shall be the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, knowledge of the Issuer’s and the Restricted Subsidiaries’ compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture or Event of Default exists, such Officers shall specify the nature of such Default or Event of Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountantsgenerally accepted auditing and accounting standards, the annual financial statements delivered pursuant to Section 4.8 4.05 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notescontinuing, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice Default or other action Event of Default within 30 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a1) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company and the Guarantor has been made under the supervision of the signing officers with a view to determining whether they have kept, observed, performed and fulfilled their respective obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company and the Guarantor during such preceding fiscal year have kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature date of such certificate no Default or Event of Default has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Guarantor elect to change the manner in which it fixes its fiscal year end. (b2) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10(2) shall be accompanied by a written report of the Issuer’s Guarantor's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company or the Guarantor has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i3) If The Company shall deliver to the Trustee, within ten days of becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, Trustee within 120 days after the end of each the Company's fiscal year an Officers' Certificate stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal years, an Officers’ Certificate (provided, however, that one year has been made under the supervision of the signatories signing Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no event of default in respect of any payment obligation under the Credit Agreement, Default or she is Event of Default occurred during such year or, if such signers do know of such an event of default, Default or Event of Default, the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in certificate shall describe the event any of default, Default under this Indenture exists, such Officers shall specify the nature or Event of such DefaultDefault and its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant Company shall deliver to Section 4.8 shall be accompanied by the Trustee within 120 days after the end of each fiscal year a written report of statement by the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) The Company shall deliver to the Trustee, forthwith upon becoming aware, and in any event within 5 days after the occurrence, of (i) If any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or condition contained 66 -57- in this Indenture; (ii) any event of default in respect of any payment obligation under the Credit Agreement or any event of default under any other bond, debenture, note, or other evidence of Indebtedness of the Company or any of its Subsidiaries, or under any mortgage, indenture or other instrument if such event of default related to Indebtedness at any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notestime in an aggregate principal amount exceeding $20 million, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying with particularity such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its fiscal yearsquarter and fiscal year, an Officers’ Certificate of the Company (provided, however, that one of the signatories to each such Officers’ Certificate must state that he or she is shall be the IssuerCompany’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, knowledge of the IssuerCompany’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Company or any Guarantor exists, such Officers shall specify the nature of such Default. Each such Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountantsgenerally accepted auditing and accounting standards, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the IssuerCompany’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 10 days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 100 days after the end close of each of its fiscal years, year an Officers’ ' Certificate (provided, however, stating that one a review of the signatories activities of the Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or she is Event of Default occurred during such year and at the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, such Officers shall specify the nature 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 its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.10 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If The Company shall deliver to the Trustee, forthwith upon becoming aware of any Default or Event of Default has occurred and is continuing in the performance of any covenant, agreement or (ii) if any Holder seeks to exercise any remedy under condition contained in this Indenture with respect to a claimed Default under this Indenture or the NotesIndenture, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice the Default or other action within 30 days Event of the occurrence thereofDefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 90 days after the end of each of its the Issuer's fiscal years, an Officers’ ' Certificate (provided, however, that one of the signatories to each such Officers’ ' Certificate must state that he or she is shall be the Issuer’s 's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s 's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture of the Issuer exists, such Officers Officers' Certificate shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default Default, as they relate to accounting matters, has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.02, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days promptly upon its becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ ' Certificate (provided, however, stating that one a review of the signatories 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 it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, that, to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So . Upon becoming aware of, and as of such time that the Company should reasonably have become aware of, a Default or Event of Default, the Company also shall deliver to the Trustee, as soon as possible and in any event within five days thereafter, written notice of any events which would constitute a Default or Event of Default, their status and what 72 action the Company is taking or proposes to take in respect thereof. The Company shall comply with TIA Section 314(a)(4). The annual financial statements delivered pursuant to Section 4.17 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public AccountantsAccounting Standards Board, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (annual reports delivered pursuant to Section 4.08 to the extent Trustee shall be accompanied by an Officers' Certificate stating that such Guarantor is so required a review of the activities of the Company has been made under the TIA) shall deliver to the Trustee, within 120 days after the end of each of its fiscal years, an Officers’ Certificate (provided, however, that one supervision of the signatories signing Officers and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to best of his knowledge at the date of such Officers’ knowledge' Certificate there is no Default or Event of Default that has occurred and is continuing or, without independent investigation, of the Issuer’s compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and in the event any Default under this Indenture exists, if such Officers shall specify the nature signers do know of such Default or Event of Default, the certificate shall describe its status with particularity. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public AccountantsAccountants or to the policies of the Company's independent accountants, the annual financial statements reports delivered pursuant to Section 4.8 4.08 to the Trustee shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form financial statements of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default Company for the most recent fiscal year nothing has come to their attention and if such that would lead them to believe that a Default or Event of Default under this Indenture has come occurred insofar as they relate to their attentionaccounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default violation that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsGAAP. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 11.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action and the status thereof within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company shall deliver to the Trustee, within 120 90 days after the end of each of its the Company's fiscal yearsyear, an Officers’ ' Certificate (providedsigned by the chief executive officer, however, that one the chief financial officer or the chief accounting officer of the signatories Company stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Company and its Subsidiaries has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to best of such Officers’ knowledge, without independent investigation, Officer's knowledge each of the Issuer’s compliance with all conditions Company and covenants under this Indenture (without regard to any period its Subsidiaries during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of grace or requirement of notice provided under this Indenture) Default occurred during such year and in at the event any Default under this Indenture exists, such Officers shall specify the nature 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. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the The annual financial statements delivered pursuant to Section 4.8 4.08 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination of such financial statements nothing has included a review come to their attention that would lead them to believe that the Company has violated any provisions of the terms Article Four, Five or Six of this Indenture and the form of the Notes insofar as they relate to accounting mattersmatters or, and (B) whether, in connection with their audit examination, if any Default or Event of Default such violation has come to their attention and if such a Default or Event of Default has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereof11.02, 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 within 30 days five Business Days of the occurrence thereofits becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) LNR shall deliver to the Trustee, within 120 90 days after the end of each of its LNR's fiscal years, an Officers’ ' Certificate (providedPROVIDED, howeverHOWEVER, that one of the signatories to each such Officers’ ' Certificate must state that he or she is the Issuer’s shall be LNR's principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ ' knowledge, without independent investigation, of the Issuer’s LNR's compliance with all conditions and covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenturehereunder) and in the event any Default under this Indenture exists, such Officers shall specify the nature of such Default. Each such Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to of any change the manner in which it fixes its LNR's fiscal year year-end. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section SECTION 4.8 shall be accompanied by a written report of the Issuer’s LNR's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; providedPROVIDED, howeverHOWEVER, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer LNR shall deliver to the Trustee, at its address set forth in Section 11.2 hereofSECTION 11.2, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ ' Certificate specifying such event, notice or other action within 30 days promptly upon LNR's becoming aware of the occurrence thereofsuch occurrence.

Compliance Certificate; Notice of Default. The Company shall furnish to Trustee, and to any Beneficial Owner of the Second Priority Securities upon written request, copies of, and shall maintain on the Company’s web site, accessible to all visitors, copies of: (a) The Issuer and each Guarantor within one hundred twenty (the extent that such Guarantor is so required under the TIA120) shall deliver to the Trustee, within 120 days after the end of each of its fiscal yearsyear, an Officers’ Certificate (provided, however, that one complying with Section 314(a)(4) of the signatories TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officers’ Certificate must state that he Officer signing such certificate, whether or she is not the Issuer’s principal executive officer, principal financial officer signer knows of any failure by the Company to comply with any conditions or principal accounting officer), as to such Officers’ knowledge, without independent investigation, of the Issuer’s compliance with all conditions and covenants under in this Indenture (without regard to or any period Event of grace Default or requirement of notice provided under this Indenture) Default which has occurred and in the event any Default under this Indenture existsis continuing and, if such Officers shall specify the nature signer does know of such Defaulta failure or default, the certificate shall describe such failure or default with particularity. Each such The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year end.end on any date other than the current fiscal year end date. The Company shall also comply with all other provisions of Section 314 of the TIA, including Section 314(b) thereof; and (b) So so long as not contrary to the then current recommendations any of the American Institute Second Priority Securities are outstanding and promptly upon becoming aware of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come to their attention and if such a Default or Event of Default has come to their attentionDefault, an Officers’ Certificate specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be disclosed in the course deemed to have knowledge of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or any Event of Default has occurred and is continuing unless one of its Trust Officers receives written notice thereof from the Company or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofSecond Priority Holders at the Principal Corporate Trust Office of the Trustee and such notice references the Second Priority Securities (including CUSIP and/or CINS number) and this Indenture.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) Company ----------------------------------------- shall deliver to the Trustee, within 120 90 days after the end close of each fiscal year, an Officers' Certificate 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 it has kept, observed, performed and fulfilled, and has caused each of its fiscal yearsSubsidiaries to keep, an Officers’ Certificate (providedobserve, howeverperform and fulfill its obligations under this Indenture and the Collateral Agreement and further stating, that one of the signatories as to each such Officers’ Certificate must state that he Officer signing such certificate, that, to the best of his or she is the Issuer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ her knowledge, without independent investigationthe Company during such preceding fiscal year has kept, observed, performed and fulfilled, and has caused each of the Issuer’s compliance with all conditions its Subsidiaries to keep, observe, perform and covenants under fulfill each and every such covenant contained in this Indenture (without regard to any period and the Collateral Agreement and no Default occurred during such year and at the date of grace or requirement of notice provided under this Indenture) such certificate there is no Default which has occurred and in the event any Default under this Indenture existsis continuing or, if such Officers shall specify the nature signers do know of such Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. Each such The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture or the Collateral Agreement within five Business Days of becoming aware of any such default. (b) So The annual financial statements delivered pursuant to Section 4.10 shall include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s Company's independent certified public accountants (who shall be a firm of established national international reputation) stating (A) that in conducting their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default such financial statements nothing has come to their attention and that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such a Default or Event of Default violation has come to their attentionoccurred, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, it being understood that such independent certified public accountants shall not be liable by reason of directly or indirectly to any Person for any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standardsviolation. (ic) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture with respect to a claimed Default under this Indenture or the Notes, the Issuer The Company shall deliver to the Trustee, at its address set forth in Section 11.2 hereofwithin 5 Business Days, by registered upon any officer becoming aware of any Default or certified mail any default or by facsimile transmission followed by hard copy by registered event of default under any document, instrument or certified mail agreement representing Indebtedness of the Company, an Officers’ ' Certificate specifying the Default or such event, notice default or other action within 30 days event of the occurrence thereofdefault and describing its status with particularity.

Compliance Certificate; Notice of Default. (a) The Each Co-Issuer and each Guarantor (the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 165 days after the end close of each fiscal year of its fiscal yearssuch Co-Issuer, an Officers’ Certificate (providedCertificate, however, that one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of such Co-Issuer, stating that a review of the activities of such Co-Issuer and, in the case of the Officer’s Certificate delivered by the Company, the Guarantors, has been made under the supervision of the signing Officers with a view to determining whether such Co-Issuer and the Guarantors (if applicable) have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which it is, or they are, a party and further stating, as to each such Officers’ Certificate must state Officer signing such certificate, that he or she is to the Issuerbest of such Officer’s principal executive officer, principal financial officer or principal accounting officer), as to such Officers’ actual knowledge, without independent investigationsuch Co-Issuer and the Guarantors (if applicable) during such preceding fiscal year have kept, of the Issuer’s compliance with all conditions observed, performed and covenants fulfilled their respective obligations under this Indenture (without regard and the Security Documents to any period which it is, or they are, a party in all material respects and as of grace the date of such certificate, there is no Default or requirement Event of notice provided under this Indenture) Default that has occurred and in is continuing or, if such signing Officers do know of such Default or Event of Default, the event any Default under this Indenture exists, such Officers certificate shall specify such Default or Event of Default and what action, if any, the nature of such DefaultCo-Issuers are taking or proposes to take with respect thereto. Each such The Officers’ Certificate shall also notify the Trustee should the either Co-Issuer elect to change the manner in which it fixes its fiscal year end. (b) So long as not contrary The Co-Issuers shall deliver to the then current recommendations Trustee as promptly as practicable and in any event within 30 days after the Co-Issuers (or any of their Officers) become aware of the American Institute occurrence of Certified Public Accountants, any Default an Officers’ Certificate specifying the annual financial statements delivered pursuant to Section 4.8 shall be accompanied by a written report of the Issuer’s independent certified public accountants (who shall be a firm of established national reputation) stating (A) that their audit examination has included a review of the terms of this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or Event of Default has come and what action, if any, the Co-Issuers are taking or propose to their attention and if such a Default or Event of Default has come to their attention, specifying the nature and period of existence thereof; provided, however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this Indenture take with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days of the occurrence thereofthereto.