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 each of the Company's fiscal years, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end close of each of fiscal year (which on the Company's fiscal years, date hereof is December 31) an Officers' ’ Certificate signed by the chief executive, chief financial or chief accounting officer stating that a review of its activities and the activities of Parent and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge such Officer’s knowledge, the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal yearsyear, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge such Officer's knowledge, based on such review, the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant contained in the Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 120 days after the end close of each of fiscal year commencing with the Company's fiscal yearsyear ending December 31, 2010, an Officers' ’ Certificate stating that a review of its activities and the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge such Officer’s knowledge, the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's ’s fiscal yearsyears commencing with the fiscal year ending December 31, 2009, an Officers' ’ Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal yearsyear, an Officersofficers' Certificate certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 90 days after the end of each of the Company's fiscal yearsyear, which currently ends on November 30 of each year, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his such Officer's knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 90 days after the end close of each of fiscal year commencing with the Company's fiscal yearsyear ending December 31, 2005, an Officers' ’ Certificate stating that a review of its activities and the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it has the Company and the Issuer have kept, observed, performed and fulfilled its their obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge such Officer’s knowledge, the Company and the Issuer during such preceding fiscal year have kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company or the Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 120 90 days after the end close of each of fiscal year commencing with the Company's fiscal yearsyear ending November 30, 2004, an Officers' ’ Certificate stating that a review of its activities and the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge such Officer’s knowledge, the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal yearsyear, an Officers' ’ Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer, Secretary or Controller of the Company signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's ’s fiscal yearsyears commencing with the fiscal year ending December 31, 2010, an Officers' ’ Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal yearsyear, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal years, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 120 days after the end close of each of the Company's fiscal yearsyear, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company Borrower shall deliver to the TrusteeAdministrative Agent, within 120 days after the end close of each of fiscal year commencing with the Company's fiscal yearsyear ending December 31, 2006, an Officers' Certificate stating that a review of its activities and the activities of the Borrower and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it the Borrower has kept, observed, performed and fulfilled its obligations under this Indenture Agreement and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge such Officer's knowledge, the Borrower during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee Administrative Agent should the Company Borrower elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (ac) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal yearsyear, an Officers' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.notify

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 120 days after the end of each of the CompanyIssuer's fiscal yearsyear, an Officers' Certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it a Default or Event of Default has kept, observed, performed and fulfilled its obligations under this Indenture occurred and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge knowledge, no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal years, an Officers' Certificate stating that a review of its activities and (signed by the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has keptprincipal executive officer, observed, performed and fulfilled its obligations under this Indenture and further principal financial officer or principal accounting officer) stating, as to each such officer signing such certificate, that to such officers' knowledge (after due inquiry) the best Company and its Restricted Subsidiaries during such preceding fiscal year has kept, observed, performed and fulfilled each and every such obligation under this Indenture and no Default or Event of his knowledge Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's ’s fiscal yearsyears commencing with the fiscal year ending December 31, 2006, an Officers' ’ Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's ’s fiscal yearsyears commencing with the fiscal year ending December 31, 2004, an Officers' ’ Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should if the Company elect elects to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver annual financial statements delivered pursuant to Section 4.10 to the Trustee, within 120 days after the end of each of the Company's fiscal years, Trustee shall be accompanied by an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 120 days after the end of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his or her knowledge at the date Company's compliance with all conditions and covenants under this Indenture without regard to any period of such certificate there is no Default grace or Event requirement of Default that has occurred and is continuing ornotice provided under this Indenture and, if such signers do know of any such Default non-compliance with any conditions or Event of Defaultcovenants, the certificate shall describe the Default or Event of Default such non-compliance and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's ’s fiscal years, an Officers' ’ Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' ’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal years, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers Officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and 49 -41- further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal years, year an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 100 days after the end close of each of the Company's fiscal yearsyear, an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer, Secretary or Controller of the Company signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end close of each fiscal year of the Company's fiscal years, Company (currently December 31) an Officers' Certificate stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The applicable Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 120 days after the end of each its fiscal year an Officers' Certificate, one of the signers of which shall be the principal executive, principal financial or principal accounting officer of the Company's fiscal years, 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 Restricted Subsidiaries Subsidiaries, if any, during the preceding fiscal year has been made under the supervision of the signing officers Officers with a view to determining whether it 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 Officer signing such certificate, that to the best of his knowledge at knowledge, based on such review, whether or not the date signer knows of such certificate there is no Default or any Event of Default that or event which with notice or the passage of time would become an Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularitycontinuing. The Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each of the Company's fiscal yearsyears commencing with the fiscal year ending December 31, 2005, an Officers' Officer's Certificate stating that a review re-view of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled its obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge having made all due inquiries at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status with particularity. The Officers' Officer's Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.