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

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 25, 2022, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days ten Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company or, prior to the Fall-Away Event, Parent, is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close end of each fiscal year, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing period (or, if a Default shall have occurred, describing all such signers do know Defaults of such Default, the certificate shall specify such Default which he or she may have knowledge and what action, if any, the Issuer is action they are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify ) and that to the Trustee should best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer elect and the Guarantors is taking or propose to change the manner in which it fixes the fiscal year endtake with respect thereto. (b) The Issuer shall and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee promptly and in Trustee, forthwith upon any event within five days after the Issuer becomes Officer becoming aware of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the such Default and what action, if any, action the Issuer is and the Guarantors are taking or proposes propose to take with respect thereto. (c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Casella shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is April 30), an Officers’ ' Certificate stating that a review of the activities of the Issuer Casella and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Casella and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer Casella and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Casella elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Casella shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Casella becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2021, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled all of their obligations under this Indenture during the previous fiscal year and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has kept, observed, performed and have fulfilled each and every such covenant and no Default occurred all of their obligations under this Indenture during such year and at the date of such certificate there is no Default that has occurred and is continuing year, or, if there has been a Default in fulfillment of any such signers do know of obligation during such Defaultperiod, the certificate shall specify specifying each such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year endnature and status thereof. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Borrower shall deliver to the TrusteeLender, within 90 120 days after the close end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Borrower and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer Borrower and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture the Loan Documents, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer Borrower and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant contained in the Loan Documents and no Default occurred during such year are not in default in the performance or observance of any of the terms, provisions and at the date of such certificate there is no Default that has occurred and is continuing conditions hereof (or, if a Default shall have occurred, describing all such signers do know Defaults of such Default, the certificate shall specify such Default which he or she may have knowledge and what action, if any, action Borrower or the Issuer relevant Guarantor is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver and that to the Trustee promptly best of his or her knowledge no event has occurred and remains in any event within five days after the Issuer becomes aware existence by reason of which payments on account of the occurrence principal of any Default an Officers’ Certificate specifying or interest on the Default Loan is prohibited or if such event has occurred, a description of the event and what action, if any, action Borrower and the Issuer is Guarantors are taking or proposes propose to take with respect thereto. (b) Borrower shall, so long as the Loan remains outstanding, deliver to Lender, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action Borrower and the Guarantors are taking or propose to take with respect thereto. (c) Borrower’s fiscal year currently ends on June 30. Borrower shall provide written notice to Lender of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer has taken, is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should if the Issuer elect elects to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 28, 2018, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days ten Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company or, prior to the Fall-Away Event, Parent, is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly (and in any event within five days 15 days) after any Officer of the Issuer becomes aware of the occurrence of any Default in an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2010, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer’s fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2019, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled all of their obligations under this Indenture during the previous fiscal year and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has kept, observed, performed and have fulfilled each and every such covenant and no Default occurred all of their obligations under this Indenture during such year and at the date of such certificate there is no Default that has occurred and is continuing year, or, if there has been a Default in fulfillment of any such signers do know of obligation during such Defaultperiod, the certificate shall specify specifying each such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year endnature and status thereof. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2017, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five 15 days after any Officer of the Issuer becomes aware of the occurrence of any Default in an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2019, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of Parent and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event Trustee, within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing period (or, if a Default shall have occurred, describing all such signers do know Defaults of such Default, the certificate shall specify such Default which he or she may have knowledge and what action, if any, the Issuer is action they are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify ) and that to the Trustee should best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer elect and the Guarantors is taking or propose to change the manner in which it fixes the fiscal year endtake with respect thereto. (b) The Issuer shall and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee promptly and in Trustee, forthwith upon any event within five days after the Issuer becomes Officer becoming aware of the occurrence of any Default Default, an Officers’ Certificate specifying the such Default and what action, if any, action the Issuer is and the Guarantors are taking or proposes propose to take with respect thereto. (c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the close end of each the Company’s fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors actual knowledge no Default or Event of Default occurred during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no 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 specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the its fiscal year end. (bi) The Issuer If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee promptly and Trustee, at its address set forth in any event within five days after the Issuer becomes aware of the occurrence of any Default Section 11.02, 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 the Default and what actionsuch event, if any, the Issuer is taking notice or proposes to take with respect theretoother action within five (5) Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 31, 2023, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days ten Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company or, prior to the Fall-Away Event, Parent, is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending November 30, 2004, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer’s fiscal years currently end on November 30. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2013, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors its Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors its Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Issuers and its their Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking actions being taken or proposes proposed to take be taken with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending September 30, 2014, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, stating that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2012, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Parent and the Issuers shall each deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 201[ ], an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Parent stating that a review of the activities of the Issuer Parent and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signing Officer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2016, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending September 30, 2013, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, stating that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year (which on the date hereof is the nearest Saturday to the applicable December 31, beginning with the 2018 fiscal year), an Officers’ Officer’s Certificate executed by the principal executive, financial or accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default that is continuing, an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take be taken with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending September 30, 2011, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, stating that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 165 days after the close of each fiscal year, an Officers’ 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 its Subsidiaries Issuer, has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture 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 Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each its obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signers do signing Officer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee as promptly as practicable and in any event within five 30 days after the Issuer (or any of its Officers) becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2005, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors Issuer have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors Issuer during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Company or the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer Company becomes aware of the occurrence of any Default Default, an Officers’ Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Casella shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is April 30), an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Casella and its Subsidiaries has been made under the supervision of the signing Officers Officer’s with a view to determining whether the Issuer Casella and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Casella and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default with respect to any series of Securities occurred during such year and at the date of such certificate there is no Default with respect to any series of Securities that has occurred and is continuing or, if such signers do know of such DefaultDefault with respect to any series of Securities, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Casella elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Casella shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Casella becomes aware of the occurrence of any Default with respect to any series of Securities an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate a certificate of the Chief Executive Officer or Chief Financial Officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers such Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Such Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending September 30, 2020, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, stating that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year endend or of any changes in its fiscal year. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five 30 days after the Issuer an Officer becomes aware of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is December 31), an Officers’ Officer’s Certificate executed by the principal executive, financial or accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take be taken with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five fifteen days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2004, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ ' Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal year currently ends on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Holdings shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2005, an Officers’ Certificate stating that a review of the activities of the Issuer Holdings and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Holdings has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors Holdings during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers signing Officers do know of such Default, the certificate shall specify describe all such Default Defaults of which such signing Officer has actual knowledge and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Holdings elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Holdings shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer Holdings becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) Holdings’ fiscal year currently ends on December 31. Holdings shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in Trustee, upon any event within five days after Officer of the Issuer becomes becoming aware of the occurrence of any Default Default, an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view -40- to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2020, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled all of their obligations under this Indenture during the previous fiscal year and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has kept, observed, performed and have fulfilled each and every such covenant and no Default occurred all of their obligations under this Indenture during such year and at the date of such certificate there is no Default that has occurred and is continuing year, or, if there has been a Default in fulfillment of any such signers do know of obligation during such Defaultperiod, the certificate shall specify specifying each such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year endnature and status thereof. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate Certificate, one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officer of the Issuer, stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture 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 Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each their respective obligations under this Indenture in all material respects and every such covenant and no Default occurred during such year and at as of the date of such certificate 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 specify such Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days ten Business Days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer Issuers and its their Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer Issuers elect to change the manner in which it fixes the they fix their fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Issuers becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Casella shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is April 30), an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Casella and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Casella and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Casella and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Casella elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Casella shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Casella becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2004, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer’s fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2013, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2014, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Holdings shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2010, an Officers’ Certificate stating that a review of the activities of the Issuer Holdings and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Holdings has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors Holdings during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers signing Officers do know of such Default, the certificate shall specify describe all such Default Defaults of which such signing Officer has actual knowledge and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Holdings elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Holdings shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer Holdings becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) Holdings’ fiscal year currently ends on December 31. Holdings shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending September 30, 2005, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer’s fiscal years currently end on September 30. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each fiscal year, an Officers’ ' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of the activities of the Issuer 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 the Issuer and the Subsidiary Guarantors have each has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year his or her knowledge each entity has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture or, if a Default or Event of Default shall have occurred, describing all such covenant 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, all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no Default occurred during such year and at the date of such certificate there is no Default that event has occurred and is continuing or, if such signers do know remains in existence by reason of such Default, which payments on account of the certificate shall specify such Default and what actionprincipal of or interest, if any, on the Issuer Securities 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. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the relevant fiscal year endend on any date other than the current fiscal year end date. (b) The Issuer shall deliver So long as not contrary to the Trustee promptly and in any event within five days after the Issuer becomes aware then current recommendations of the occurrence American Institute of any Default an Officers’ Certificate specifying the Default and what action, if anyCertified Public Accountants, the Issuer is taking or proposes year-end financial statements delivered pursuant to take with respect thereto.Section 4.3 above shall be accompanied by a written state-

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending on December 31, 2017, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days 10 Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors Guarantors, if any, have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors Guarantors, if any, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Issuers and its their Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Issuers elect to change the manner in which it fixes the they fix their fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Issuers becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Borrower shall deliver to the TrusteeAdministrative Agent, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2006, an Officers’ ' Certificate stating that a review of the activities of the Issuer Borrower and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Borrower has kept, observed, performed and fulfilled their its obligations under this Indenture Agreement and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors Borrower during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee Administrative Agent should the Issuer Borrower elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Borrower shall deliver to the Trustee promptly Administrative Agent as soon as possible, and in any event within five fifteen days after the Issuer Borrower becomes aware of the occurrence of any Default or Event of Default, an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Borrower's fiscal years currently end on December 31. The Borrower will provide written notice to the Administrative Agent of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has 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 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 specify such Default describe its nature and what action, if any, the Issuer is taking or proposes to take status with respect theretoparticularity. The applicable Officers’ Certificate shall also notify the Trustee should the Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver promptly to the Trustee promptly and Trustee, in the event that any event within five days after the Issuer Officer becomes aware of any Default or Event of Default in the occurrence performance of any Default covenant, agreement or condition contained in this Indenture, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take describing its status with respect theretoparticularity.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Officer’s Certificate stating (i) that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors Guarantors, if any, have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors Guarantors, if any, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect theretothereto and (ii) that there has been no adjustment to the Conversion Rate during the relevant period save as notified in writing to the Trustee and Holders. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2004, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ ' Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors Guarantors, if any, have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors Guarantors, if any, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2005, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2024, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of Parent and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event Trustee, within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, Trustee within 90 120 days after the close end of each fiscal yearyear of the Issuer, beginning with the fiscal year end on April 30, 2009, an Officers’ Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of Issuer complying with Section 314(a)(4) of the TIA stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, actual knowledge the Issuer and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant under this Indenture and no Default occurred during such year the Security Documents in all material respects 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 signer does know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take its status with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year endparticularity. (b) The Issuer shall shall, so long as any Securities are outstanding, upon any Officer of the Issuer becoming aware of any Default or Event of Default, deliver to the Trustee promptly and in any event an Officer’s Certificate specifying such Default or Event of Default within five days after the Issuer becomes (5) Business Days of such Officer becoming aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Starz shall deliver to the Trustee, within 90 120 days after the close end of each fiscal year, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its their Subsidiaries during such fiscal year has been made under the supervision of the signing Officers Officer with a view to determining deter mining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing period (or, if a Default shall have occurred, describing all such signers do know Defaults of such Default, the certificate shall specify such Default which he or she may have knowledge and what action, if any, the Issuer is action they are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver and that to the Trustee promptly best of his or her knowledge no event has occurred and remains in any event within five days after the Issuer becomes aware existence by reason of which payments on account of the occurrence principal of any Default an Officers’ Certificate specifying the Default and what actionor interest, if any, on the Issuer Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers and the Guarantors are taking or proposes propose to take with respect thereto. (b) Starz and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default, an Officer’s Certificate specifying such Default and what action the Issuers and the Guarantors are taking or propose to take with respect thereto. (c) The Issuers fiscal year currently ends on December 31. The Issuers shall provide written notice to the Trustee of any change in their fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2003, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default Default, an Officers’ ' Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Officer’s Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 days after the close of each fiscal yearyear of the Issuer, an Officers’ ' Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of each Issuer stating that a review of the activities of the Issuer, the Co-Issuer and its their respective Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer, the Co-Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer, the Co-Issuer and the Subsidiary Guarantors each Guarantor have, during such preceding fiscal year has year, kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Issuer's fiscal year currently ends on December 31. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible and in any event within five days Business Days after the Issuer becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2023, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of Parent and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event Trustee, within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Parent and the Issuers shall each deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2014, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the each of the Issuers and Parent stating that a review of the activities of the Issuer Issuers and the Parent and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors Parent and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors Parent and its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2015, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of the Issuer Issuers and its their Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors their Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending December 26, 2021, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Issuers and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations and all conditions and covenants under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such condition and covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days ten Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company or, prior to the Fall-Away Event, Parent, is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending on December 27, 2015, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days 10 Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

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 90 120 days after the close end of each of their fiscal yearyears, an Officers’ Certificate stating (provided, however, that a review one of the activities of signatories to each such Officers’ Certificate must state that he or she is the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have keptIssuer’s principal executive officer, observed, performed and fulfilled their obligations under this Indenture and further statingprincipal financial officer or principal accounting officer), as to each such Officer signing such certificate, that to the best of such Officer’s Officers’ knowledge, without independent investigation, of the Issuer Issuer’s compliance with all conditions and covenants under this First Supplemental Indenture (without regard to any period of grace or requirement of notice provided under this First Supplemental Indenture) and in the Subsidiary Guarantors during event any Default under this First Supplemental Indenture exists, such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at Officers shall specify the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know nature of such Default, the certificate shall specify . Each such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy under this First Supplemental Indenture with respect to a claimed Default under this First Supplemental Indenture or the Notes, the Issuer shall deliver to the Trustee promptly and Trustee, at its address set forth in any event within five days after the Issuer becomes aware of the occurrence of any Default Section 10.2 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 Default and what action, if any, the Issuer is taking or proposes to take with respect theretooccurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors 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 specify such Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year (which on the date hereof is December 31, beginning with the 2016 fiscal year), an Officers’ Officer’s Certificate executed by the principal executive, financial or accounting officer of the Issuer stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take be taken with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Parent and the Issuers shall each deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2013, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Parent stating that a review of the activities of the Issuer Parent and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signing Officer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Parent and the Issuers shall each deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2011, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Parent stating that a review of the activities of the Issuer Parent and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do signing Officer does know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing period (or, if a Default shall have occurred, describing all such signers do know Defaults of such Default, the certificate shall specify such Default which he or she may have knowledge and what action, if any, the Issuer is action they are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify ) and that to the Trustee should best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the Issuer elect principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers and the Guarantors are taking or propose to change the manner in which it fixes the fiscal year endtake with respect thereto. (b) The Issuer shall Issuers and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee promptly and in Trustee, within 10 Business Days upon any event within five days after the Issuer becomes Officer becoming aware of the occurrence of any Default Default, an Officers’ Certificate specifying the such Default and what action, if any, action the Issuer is Issuers and the Guarantors are taking or proposes propose to take with respect thereto. (c) The Company’s fiscal year currently ends on December 31. The Company shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Borrower shall deliver to the TrusteeAdministrative Agent, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2006, an Officers’ Certificate stating that a review of the activities of the Issuer Borrower and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have Borrower has kept, observed, performed and fulfilled their its obligations under this Indenture Agreement and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors Borrower during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee Administrative Agent should the Issuer Borrower elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Borrower shall deliver to the Trustee promptly Administrative Agent as soon as possible, and in any event within five fifteen days after the Issuer Borrower becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Borrower’s fiscal years currently end on December 31. The Borrower will provide written notice to the Administrative Agent of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries the Guarantors has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors 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 specify such Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer and each Subsidiary Guarantor (the extent that such Subsidiary Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 120 days after the close end of each of its fiscal yearyears, an Officers’ Certificate stating (provided, however, that a review one of the activities 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 Issuer’s compliance with all conditions and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations covenants under this Indenture (without regard to any period of grace or requirement of notice provided under this Indenture) and further statingin the event any Default under this Indenture exists, as to each such Officer signing such certificate, that to Officers shall specify the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know nature of such Default, the certificate shall specify . Each such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (bi) The 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 promptly and Trustee, at its address set forth in any event within five days after the Issuer becomes aware of the occurrence of any Default 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 Default and what action, if any, the Issuer is taking or proposes to take with respect theretooccurrence thereof.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2011, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2015, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of Parent and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event Trustee, within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Borrower shall deliver to the TrusteeLender, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2016, an Officers’ Officer’s Certificate stating substantially in the form attached hereto as Exhibit D signed by the principal executive officer, principal financial officer or principal accounting officer of the Borrower certifying that a review of the activities of the Issuer Borrower and its Restricted Subsidiaries and of the Borrower’s performance under this Agreement has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Responsible Officer and further statingstating that, as to each such Officer signing such certificate, that to the best of such Responsible Officer’s knowledge, the Issuer Borrower and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has kept, observed, performed and have 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 signer does know of such Default, the certificate shall specify such Default or Event of Default and what action, if any, the Issuer Borrower is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Borrower shall deliver to the Trustee Lender promptly and in any event within five days after upon the Issuer becomes Borrower becoming aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer Borrower is taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company or, prior to the Fall-Away Event, Parent, is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Parent and the Issuers shall each deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2010, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the Parent stating that a review of the activities of the Issuer Parent and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Casella shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear (which on the date hereof is April 30), an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Casella and its Subsidiaries has been made under the supervision of the signing Officers Officer’s with a view to determining whether the Issuer Casella and the Subsidiary Guarantors have each Guarantor has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Casella and the Subsidiary Guarantors each Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Casella elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer Casella shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Casella becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2005, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers signing Officers do know of such Default, the certificate shall specify describe all such Default Defaults of which such signing Officer has actual knowledge and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days Business Days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer’s fiscal year currently ends on December 31. The Issuer shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the close end of each fiscal yearyear commencing with the fiscal year ending December 31, 2024, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, his or her knowledge after due inquiry the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred contained in this Indenture and is continuing not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such signers do know Defaults or Events of such Default, the certificate shall specify such Default of which he or she may have knowledge and what action, if any, action the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect ) and that to change the manner his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware payments on account of the occurrence principal of any Default an Officers’ Certificate specifying or interest, on the Default Notes is prohibited or if such event has occurred, a description of the event and what action, if any, action the Issuer is taking or proposes to take with respect thereto. (b) So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries during such fiscal year has been made under the supervision of the signing Officers with a view to determining deter- mining whether the Issuer Issuers and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s his or her knowledge, the Issuer Issuers and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant contained in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing period (or, if a Default shall have occurred, describing all such signers do know Defaults of such Default, the certificate shall specify such Default which he or she may have knowledge and what action, if any, the Issuer is action they are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify ) and that to the Trustee should best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the Issuer elect principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers and the Guarantors are taking or propose to change the manner in which it fixes the fiscal year endtake with respect there- to. (b) The Issuer shall Issuers and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee promptly and in Trustee, within 10 Business Days upon any event within five days after the Issuer becomes Officer becoming aware of the occurrence of any Default Default, an Officers’ Certificate specifying the such Default and what action, if any, action the Issuer is Issuers and the Guarantors are taking or proposes propose to take with respect thereto. (c) The Company’s fiscal year currently ends on December 31. The Company shall provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2010, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer Issuers and its their Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors Issuers have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors Issuers during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer Issuers elect to change the manner in which it fixes the they fix their fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly as soon as possible and in any event within five days after the Issuer Issuers becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, commencing with the fiscal year ending on December 31, 2021, an Officers’ Officer’s Certificate stating that a review of the activities of the Issuer Company and its Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer Company and the Subsidiary Guarantors during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer Company is taking or proposes to take with respect thereto. The Officers’ Officer’s Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Company shall deliver to the Trustee promptly and in any event within five days 10 Business Days after the Issuer Company becomes aware of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default Default, its status and what action, if any, the Issuer Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five seven days after any Officer of the Issuer becomes aware of the occurrence of any Default an Officers’ ' Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2004, an Officers’ ' Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s 's knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take describe its status with respect theretoparticularity. The Officers’ ' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five fifteen days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ ' Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer's fiscal years currently end on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2013, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of the Issuers stating that a review of the activities of Parent and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Parent and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event Trustee, within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer ESH REIT shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2019, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer, principal operating officer or principal accounting officer of ESH REIT stating that a review of the activities of ESH REIT and the Issuer and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer ESH REIT and the Subsidiary Guarantors Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer ESH REIT and the Subsidiary Guarantors Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer ESH REIT is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer ESH REIT shall deliver to the Trustee promptly and in any event Trustee, within five 30 days after the Issuer ESH REIT becomes aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default Default, an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer ESH REIT is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal yearyear commencing with the fiscal year ending December 31, 2004, an Officers’ Certificate stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant in this Indenture and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers signing Officers do know of such Default, the certificate shall specify describe all such Default Defaults of which such signing Officer has actual knowledge and what action, if any, the Issuer is taking or proposes to take its status with respect theretoparticularity. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the its fiscal year end. (b) The Issuer shall deliver to the Trustee promptly as soon as possible, and in any event within five days after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officers’ Certificate specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Issuer is taking or proposes action proposed to take with respect be taken thereto. (c) The Issuer’s fiscal year currently ends on December 31. The Issuer will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Parent and the Issuers shall each deliver to the Trustee, within 90 120 days after the close of each fiscal yearDecember 31, commencing with December 31, 2013, an Officers’ Officer’s Certificate signed by the principal executive officer, principal financial officer or principal accounting officer of the each of the Issuers and Parent stating that a review of the activities of the Issuer Issuers and the Parent and its Restricted Subsidiaries has been made under the supervision of the signing Officers Officer with a view to determining whether the Issuer Issuers and the Subsidiary Guarantors Parent and its Restricted Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that that, to the best of such Officer’s knowledge, the Issuer Issuers and the Subsidiary Guarantors Parent and its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer Issuers shall deliver to the Trustee promptly and in any event within five 30 days after the Issuer becomes Issuers become aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officers’ Officer’s Certificate specifying the Default and what action, if any, the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default that has occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action, if any, the Issuer is taking or proposes to take with respect thereto. The Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end. (b) The Issuer shall deliver to the Trustee promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.