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

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate (one of the signatories of which shall be the Company's principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods) or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any a an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and the Collateral Documents and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and the Collateral Documents and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) . The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee within 120 days after the end of its their fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its their activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, to the best of his or her knowledge, based on such review, whether or not the signer knows of any failure by Event of Default or event which with notice or the Company or any Subsidiary passage of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know time would become an Event of such a failure to comply, the certificate shall describe such failure with particularityDefault which has occurred and is continuing. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company Issuers shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is Issuers are taking or proposes propose to take with respect thereto; provided, however, that if the Manager is notified in writing of any default under the Management Agreement (regardless of whether or not any due period has expired) the Company shall promptly notify the Holders directly of such event. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' ’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so . So long as any of the Securities are outstanding, the Company will deliver to the Trustee, promptly forthwith upon becoming aware of any Default, Event of Default or fact which any event, act or condition that, after notice or the passage of time or both, would prohibit the making be an Event of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' ’ Certificate specifying such Default, Event of Default or fact any event, act or condition that, after notice or the passage of time or both, would be an Event of Default, and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' ’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods) or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' ’ Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any a an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to a Trust Officer of the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determining, without regard to notice periods or periods of grace, whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does signxx xxxs know of such a failure to comply, the certificate shall describe such failure with reasonable particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to a Trust Officer of the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year (commencing with the Company's 1997 fiscal year) an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Responsible Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' ’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so . So long as any of the Securities are outstanding, the Company will deliver to the Trustee, promptly forthwith upon becoming aware of any Default, Event of Default or fact which any event that is, or after notice or passage of time or both, would prohibit the making be, a Default or Event of any payment to or by the Trustee in respect of the Securities, Default an Officers' ’ Certificate specifying such Default, Event of Default or fact any event that is, or after notice or passage of time or both, would be, a Default or Event of Default, and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to a Trust Officer of the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determining, without regard to notice periods or periods of grace, whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with reasonable particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to a Trust Officer of the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officer’s Certificate to be provided under this Section 6.4 need not comply with Section 14.6 hereof. (b) The Company shall, so long as any Security of the Securities are outstandingany series is Outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officers’ Certificate need not comply with Section 13.6 hereof. (b) The Company shall, so long as any Security of the Securities any series are outstandingOutstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch Security, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section ss. 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) . The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers trust officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 90 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Responsible Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any Security of the Securities any series are outstandingOutstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch Security, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officer’s Certificate need not comply with Section 12.6 hereof. (b) The Company shall, so long as any Security of the Securities any series are outstandingOutstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch Security, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 90 days after the end of its fiscal year an Officers' Certificate one of the signors of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture (determined without regard to any period of grace or requirement of notice) and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section TIA 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officer’s Certificate to be provided under this Section 6.4 need not comply with Section 13.6 hereof. (b) The Company shall, so long as any Security of the Securities are outstandingany series is Outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its the Company's fiscal year (with such fiscal year as of the date hereof ending on December 31) an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon the Company becoming aware of (and in any event within five days after the Company becomes aware of) any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee within 120 days after the end of its respective fiscal year an Officers' Certificate (one of the signers being the principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year year, as applicable, has been made under the supervision of the signing Officers with a view to determining whether the Company has Issuers have kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Issuers or any Subsidiary of the Company Issuers to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end datedate which currently is May 31. (b) The Company Issuers shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon within five Business Days of becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is Issuers are taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Officer's Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Officer's Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly upon within 30 days after becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Officer's Certificate specifying such Default, Event of Default or fact and what action the Company is or the Subsidiary Guarantors are taking or proposes propose to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section TIA 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with reasonable particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Officer's Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Officer's Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Officer's Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' ’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so . So long as any of the Securities are outstanding, the Company will deliver to the Trustee, promptly forthwith upon becoming aware of any Default, Default or any Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' ’ Certificate specifying such Default or Event of Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) . The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company and the Guarantor shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its each of their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take in connection with respect theretoremedying such Default or Event of Default. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, to the best of his knowledge, based on such review, whether or not the signer knows of any failure by Event of Default or event which with notice or the Company or any Subsidiary passage of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know time would become an Event of such a failure to comply, the certificate shall describe such failure with particularityDefault which has occurred and is continuing. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) . The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers trust officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 90 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture (determined without regard to any period of grace or requirement of notice) and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with TIA Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year (commencing with the Company's 1996 fiscal year) an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed 52 61 to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does signxx xxxs know of such a failure to comply, the certificate shall describe such failure with particularity, including a description of what action the Company is taking or proposes to take with respect thereto. For purposes of this Section 4.6, such compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate (one of the signatories of which shall be the Company's principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace (other than the periods set forth in Section 6.01 (vii), which shall be deemed fulfilled unless and until the expiration of such periods) or notice requirements) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securitiesunder this Indenture, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any a Default or an Event of Default or any such fact unless one of its Trust Officers receives notice thereof of the Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the the Exhibit 4.1 current fiscal year end date. The Officer’s Certificate to be provided under this Section 6.4 need not comply with Section 13.6 hereof. (b) The Company shall, so long as any Security of the Securities are outstandingany series is Outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year annually an Officers' Officer’s Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Officer’s Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly upon within 30 days after becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Officer’s Certificate specifying such Default, Event of Default or fact and what action the Company is or the Subsidiary Guarantors are taking or proposes propose to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default from the Company or any of the Holders.. ARTICLE XI

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signor does know of such a failure to complyxx xxxply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Significant Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year (beginning with the fiscal year ending December 31, 1997) an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company Guarantor to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Significant Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee within 120 days after the end of its respective fiscal year an Officers' Certificate (one of the signers being the principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year year, as applicable, has been made under the supervision of the signing Officers with a view to determining whether the Company has Issuers have kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Issuers or any Subsidiary of the Company Issuers to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end datedate which currently is December 31. (b) The Company Issuers shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon within five Business Days of becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is Issuers are taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section TIA 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company 54 64 Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate (one of the signers being the principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year year, as applicable, has been made under the supervision of the signing Officers with a view to determining whether the Company Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Issuer or any Subsidiary of the Company Issuer to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end datedate which currently is May 31. (b) The Company Issuer shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon within five Business Days of becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company Issuer is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company Issuer or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to a Trust Officer of the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determining, without regard to notice periods or periods of grace, whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signor does know of such a failure to comply, the certificate shall describe xxxxxibe such failure with reasonable particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to a Trust Officer of the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its the Company's fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon the Company becoming aware of (and in any event within five days after the Company becomes aware of) any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee within 120 days after the end of its their fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its their activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, to the best of his or her knowledge, based on such review, whether or not the signer knows of any failure by Event of Default or event which with notice or the Company or any Subsidiary passage of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know time would become an Event of such a failure to comply, the certificate shall describe such failure with particularityDefault which has occurred and is continuing. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company Issuers shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is Issuers are taking or proposes propose to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company Issuers or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any Security of the Securities any series are outstandingOutstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch Security, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate (one of the signers being the principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year year, as applicable, has been made under the supervision of the signing Officers with a view to determining whether the Company Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Issuer or any Subsidiary of the Company Issuer to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end datedate which currently is May 31. (b) The Company Issuer shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon within five Business Days of becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company Issuer is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company Issuer or any of the Holders.. 55

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive officer, principal financial or principal accounting officer of the Company complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company Guarantor to comply with any conditions condi- tions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Officer's Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Officer's Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Officer's Certificate specifying such Default, Event of Default or fact and what action the Company or the Subsidiary is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 90 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee within 120 days after the end of its their fiscal year an Officers' ’ Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries (including Finance Corp.) during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether each of the Company Issuers has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods) or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company Partnership or any Subsidiary of the Company its Subsidiaries to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company Partnership shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' ’ Certificate specifying such Default, Event of Default or fact and what action the Company Partnership is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default giving rise thereto from the Company Partnership or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section TIA §314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Significant Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signor does know of such a failure to comply, the certificate shall describe shxxx xxscribe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesNotes, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee Trustee, within 120 days after the end of its fiscal year an year, and Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company or any Subsidiary of the Company was not in compliance with the provisions set forth in Section 4.3, 4.11 or 4.14 of this Indenture. (c) the Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming within five Business Days after any Officer becomes aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securitiesunder this Indenture, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any a Default or an Event of Default or any such fact unless one of its Trust Officers receives notice thereof of the Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' ’ Certificate (one of the signatories of which shall be the Company’s principal executive officer, principal financial officer or principal accounting officer) complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods or notice requirements) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so . So long as any of the Securities are outstanding, the Company will deliver to the Trustee, promptly forthwith upon becoming aware of any Default, Event of Default or fact which any event, act or condition that, after notice or the passage of time or both, would prohibit the making be an Event of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' ’ Certificate specifying such Default, Event of Default or fact any event, act or condition that, after notice or the passage of time or both, would be an Event of Default, and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year annually an Officers' Certificate officer’s certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate officer’s certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly upon within 30 days after becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Officer’s Certificate specifying such Default, Event of Default or fact and what action the Company is or the Subsidiary Guarantors are taking or proposes propose to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a1) The Each of the Company and ASAT Holdings shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signatories of which shall be the principal executive, principal financial or principal accounting officer of the Company and of ASAT Holdings, respectively, complying with Section 314(a)(4) of the TIA and also stating that a review of its ASAT Holdings activities and the activities of its Subsidiaries Restricted Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Company and the Guarantors has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, ASAT Holdings, any other Guarantor or any Restricted Subsidiary of the Company ASAT Holdings to comply with any conditions or covenants in this Indenture or of any Defaults and, if such xxxxxx signer does know of such a failure to complycomply or Default, the certificate shall describe such failure and Default with particularity. The Officers' Certificate shall also notify the Trustee should whether the relevant fiscal year end ends on any date other than the current fiscal year end date. (b2) The Each of the Company and ASAT Holdings shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is and ASAT Holdings are taking or proposes propose to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the HoldersHolders and such notice references the Securities and this Indenture.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 60 days after the end of each of its fiscal year quarters, or 105 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year quarter has been made under the supervision of the signing Officers with a view to determining whether the Company has and its Subsidiaries have kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, regardless of whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture Indenture, or of the occurrence of any Default, and, if such xxxxxx does signxx xxxs know of such a failure to complycomply or Default, the certificate shall describe such failure or Default with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall deliver to the Trustee within 105 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company or any Subsidiary of the Company was not in compliance with the provisions set forth in Section 4.3, 4.10, 4.11 or 4.14. (c) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securitiesunder this Indenture, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any a Default or an Event of Default or any such fact unless one of its Trust Officers trust officers receives notice thereof of the Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its their activities and the activities of its their Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signor does know of such a failure to failuxx xx comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Debentures are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDebentures, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with reasonable particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year annually an Officers' Officer’s Certificate complying with Section 314(a)(4) of the TIA Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating, as to each such Officer officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Officer’s Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee, promptly immediately upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series under this Indenture, an Officers' Officer’s Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any an Event of Default or any such fact unless one of its Trust Responsible Officers receives notice thereof of the Event of Default from the Company or any of the Holders.. ARTICLE XI

Compliance Certificate; Notice of Default. (a) The Company shall will deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of the Subject Entity 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 Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, to the best of his knowledge, based on such review, whether or not the signer knows of any failure by Event of Default or event which with notice or the Company or any Subsidiary passage of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know time would become an Event of such a failure to comply, the certificate shall describe such failure with particularityDefault which has occurred and is continuing. The Officers' Certificate shall will also notify the Trustee should there be any change in the relevant Subject Entity's fiscal year end on any date other than the current fiscal year end dateyear. (b) The Company shallwill, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company Guarantor to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and (without regard to notice requirements or grace periods)and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company Guarantor to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Subsidiary Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate a brief certificate complying with Section 314(a)(4) of the TIA and stating that a review of its the Company's activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Debentures are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDebentures, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signor does know of such a failure to tx comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate Certifi- cate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof there- of from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities activ- ities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company Guarantor to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee annually, within 120 days after the end of its fiscal year commencing with the fiscal year ending December 31, 1997 an Officers' Certificate complying with Section (S) 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or any Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officer’s Certificate to be provided under this Section 6.4 need not comply with Section 12.6 hereof. (b) The Company shall, so long as any Security of the Securities are outstandingany series is Outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 30 days after the end of its fiscal year an Fiscal Year2, beginning with Fiscal Year ending December 31, 2021,an Officers' ’ Certificate one of the signors of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Fiscal Year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture (determined without regard to any period of grace or requirement of notice) and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year Fiscal Year end on any date other than the current fiscal year Fiscal Year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' ’ Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company Company, any Guarantor or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate ’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officer’s Certificate need not comply with Section 12.6 hereof. (b) The Company shall, so long as any Security of the Securities are outstandingany series is Outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch series, an Officers' ’ Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its each fiscal year of the Company an Officers' Certificate Officer’s Certificate, the signer of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, complying with Section TIA § 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Officer’s Certificate shall also notify the Trustee in writing should the relevant fiscal year end on any date other than the current fiscal year end date. The Officer’s Certificate need not comply with Section 13.6 hereof. (b) The Company shall, so long as any Security of the Securities any series are outstandingOutstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment with respect to or by the Trustee in respect of the Securitiessuch Security, an Officers' Officer’s Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does signxx xxxs know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 90 days after the end of its fiscal year an Officers' ’ Certificate one of the signors of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture (determined without regard to any period of grace or requirement of notice) and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' ’ Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' ’ Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an Officers' Certificate Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, whether or not the signer knows of any failure by the Company or any Subsidiary of the Company Guarantor to comply with any conditions or covenants in this Indenture and, if such xxxxxx signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default, Default or Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the SecuritiesDefault, an Officers' Certificate specifying such Default, Default or Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, Default or any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to a Trust Officer of the Trustee within 120 days after the end of its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the TIA and stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining determining, without regard to notice periods or periods of grace, whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, regardless of whether or not the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such xxxxxx does know of such a failure to comply, the certificate shall describe such failure with reasonable particularity. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall, so long as any of the Securities are outstanding, deliver to a Trust Officer of the Trustee, promptly upon becoming aware of any Default, Event of Default or fact which would prohibit the making of any payment to or by the Trustee in respect of the Securities, an Officers' Certificate specifying such Default, Event of Default or fact and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.