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

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (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 officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee as soon as practicable by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceaction.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end close of each of fiscal year (which on the Issuer’s fiscal years, date hereof is December 31) an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officerchief executive, principal chief financial or chief accounting officer or principal accounting officer) stating that a review of its activities and the activities of Parent and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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 Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.19 shall be accompanied by a written report of the CompanyParent’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions provision of Article 4, 5 Four or 6 Article Five of this Indenture has been violated insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer The Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail as soon as possible and in pdf format or facsimile transmission an Officer’s Certificate any event within five days after the Company becomes aware of the Issuer occurrence of any Default an Officers’ Certificate specifying such event, notice or other the Default and describing its status with particularity and the action within 30 Business Days of its becoming aware of such occurrenceproposed to be taken thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant contained in the Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The So long as not contrary to the then-current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 Four or 6 insofar as they relate to accounting matters Five of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that that, to the best of his knowledge such Officer's knowledge, after due inquiry, the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant under this Indenture, and that no Default or Event of Default has occurred during such year 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable hereunder directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s Officers’ Certificate of the Issuer (signed Issuer(signed by the principal executive officer, principal financial officer or and principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer 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 Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission an Officer’s Officers’ Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and the Parent shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Issuer’s fiscal yearsParent ending after the Issue Date, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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, after due inquiry, the Issuer Issuer, the Parent and any other Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and the obligations contained in this Indenture and the Notes and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should either the Issuer or the Parent elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered Parent shall deliver written notice in the form of an Officers’ Certificate to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of within 30 days after the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge occurrence of any such violation. (c) So long as any event that, with the giving of notice or the Securities are outstanding, if any Default or lapse of time would become an Event of Default has occurred and is continuingDefault, setting forth the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware status of such occurrenceevent and what action the Parent is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company ----------------------------------------- shall deliver to the Trustee, within 90 days after the end close of each of the Issuer’s fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Obligations Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that that, to the best of his knowledge or her knowledge, the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such Obligation covenant contained in this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the Default best of his or Event her knowledge, no event has occurred and remains by reason of Default which payments on the account of the Accreted Value or principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes is prohibited or if such event has occurred, a description of the event and its status in reasonable detailwhat action each is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, a written report of the Company’s 's independent accountants (who shall be a firm of established international reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Articles IV, 5 V or 6 insofar as they relate to accounting matters VI of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Company shall deliver to the Trustee, within five Business Days, upon any officer becoming aware of the Securities are outstanding, if any Default or Event any default or event of Default has occurred and is continuingdefault under any document, the Issuer shall promptly deliver to the Trustee by registered instrument or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate agreement representing Indebtedness of the Issuer Company, an Officers' Certificate specifying the Default or such event, notice default or other action within 30 Business Days event of default and describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the end of each of fiscal year and upon reasonable request by the Issuer’s fiscal yearsTrustee, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Issuer has kept, observed, performed and fulfilled fulfilled, and has caused each of its Obligations Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that that, to the best of his knowledge or her knowledge, the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such Obligation covenant (as applicable) contained in this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the Default best of his or Event her knowledge, no event has occurred and remains by reason of Default which payments on the account of the principal of or interest, if any, or Additional Amounts, if any, on the Notes is prohibited or if such event has occurred, a description of the event and its status in reasonable detailwhat action each is taking or proposes to take with respect thereto. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part . Upon becoming aware of, and as of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe time that the Company has violated any provisions of Article 4Issuer should reasonably have become aware of, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any a Default or Event of Default has occurred and is continuingDefault, the Issuer also shall promptly deliver to the Trustee by registered written notice of any events which would constitute a Default or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate Event of Default, their status and what action the Issuer specifying such event, notice is taking or other action within 30 Business Days of its becoming aware of such occurrenceproposes to take in respect thereof.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each its fiscal year an Officers’ Certificate (one of the Issuer’s fiscal years, an Officer’s Certificate signers of the Issuer (signed by which shall be the principal executive officer, principal financial officer or principal accounting officerofficer of the Issuer) stating that a review of its activities and the activities of its Subsidiaries the Issuer and the Guarantors during the preceding such fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has the Issuer and the Guarantors have kept, observed, performed and fulfilled its Obligations their obligations under this Indenture Indenture, and further stating, as to each such officer Officer signing such certificate, that to the best of his or her knowledge the Issuer during such preceding fiscal year has and the Guarantors have kept, observed, performed and fulfilled each and every such Obligation covenant contained in this Indenture and no are not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default has occurred during shall have occurred, describing all or such year and at the date of such certificate there is no Default Defaults or Event Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and is continuing orremains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes are prohibited or if such signer does know event has occurred, a description of such Default the event and what action the Issuer is taking or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailproposes to take with respect thereto. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.02 hereof shall be accompanied by a written report addressed to the Trustee of the CompanyIssuer’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements included therein nothing has come to their attention that would lead them to believe that the Company a Default or Event of Default has violated any provisions of Article 4, 5 or 6 occurred under this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed default under this Indenture of the Notes, the Issuer shall promptly deliver to the Trustee Trustee, at its address set forth in Section 11.02 hereof, by registered or certified mail or by electronic mail in pdf format or facsimile transmission followed by hard copy by overnight courier, registered or certified mail an Officer’s Officers’ Certificate of the Issuer specifying such eventDefault or Event of Default, notice or other action, the status thereof and what action the Issuer is taking or proposes to take within 30 five Business Days of its their becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its Obligations 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 Issuer Company or such Guarantor, as the case may be, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate of the Company shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence. The Trustee shall not be deemed to have notice of any Default or Event of Default unless one of its Trust Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 ninety (90) days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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 actual knowledge the Issuer Holdings during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation condition and covenant under this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s Holdings' independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company Holdings has violated any provisions of Sections 4.04, 4.10, 4.11, 4.12 or Article 4, 5 or 6 Five insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 11.02, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five (5) Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 ninety (90) days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) 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 (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether it has they have kept, observed, performed and fulfilled its Obligations their obligations under this Indenture and the other Indenture Documents and further stating, as to each such officer Officer signing such certificate, that to the best of his such Officer's actual knowledge the Issuer Company and its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such Obligation condition and no Default or Event of Default has occurred during such year covenant under this Indenture and the other Indenture Documents in all material respects and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year endwith particularity. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.23 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 Four or 6 Article Five insofar as they relate to accounting matters or, if they believe that any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So The Company shall, so long as any of the Securities Notes are outstanding, if upon any Officer of the Company becoming aware of any Default or Event of Default has occurred and is continuingDefault, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Officers' Certificate of the Issuer specifying such event, notice Default or other action Event of Default within 30 five (5) Business Days of its such Officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 Trustee on or before 120 days after the end of the Company's fiscal year and on or before 50 days after the end of each of the Issuer’s first, second and third fiscal years, quarters in each year an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Company and each Restricted Subsidiary has kept, observed, performed and fulfilled its Obligations obligations under this Indenture Indenture, and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has keptor her knowledge, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has shall have occurred during such year and at the date of such certificate there is no be continuing, (or, if a Default or Event of Default shall have occurred, describing all or such Defaults or Events of Default of which he or she may have knowledge and what action each is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and is continuing orremains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes are prohibited or if such signer does know event has occurred, a description of such Default the event and what action the Company and each Restricted Subsidiary is taking or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailproposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company and each Restricted Subsidiary elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4will, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So so long as any of the Securities Notes are outstanding, if deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default has occurred and is continuingDefault, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Officers' Certificate of the Issuer specifying such event, notice Default or other Event of Default and what action within 30 Business Days of its becoming aware of such occurrencethe Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or and/or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his such officers' knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the financial statements which are a part terms of such annual report this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or such annual financial statements nothing Event of Default has come to their attention that would lead them and if such a Default or Event of Default has come to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof; provided, it being understood that however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable directly or indirectly to any Person for by reason of any failure to obtain knowledge of any such violationDefault or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days promptly of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the end of each the Issuer's fiscal year, an Officers' Certificate (provided, however, that one of the signatories to each such Officers' Certificate shall be the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the 's principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer 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 signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has keptknowledge, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (bi) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware the actual knowledge by an Authorized Officer of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate from any of the Issuer (signed by the its principal executive officer, principal financial officer, principal accounting officer or principal accounting officer) controller 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 officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant in this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 10.02, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or and principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver JCC Holding and/or the Company will furnish to the Trustee, Trustee the following information: (i) within 90 120 days after the end of each of the Issuer’s its fiscal yearsyear, an Officer’s 's Certificate complying (whether or not required) with Section 314(a)(4) of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) 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 officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations obligations under this Indenture Indenture, the Security Documents, the Revolving Credit Agreement and further stating, as to each such officer Officer signing such certificate, whether or not the signer knows of any failure by the Company, any Guarantor or any Subsidiary of the Company or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The 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; (ii) so long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, 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 of the Company or any Subsidiary of the Company was not in compliance with the provisions set forth in Sections 2.3, 5.1, 5.5, 5.14, 5.24 and 5.29 of this Indenture; (iii) at the time of the delivery of the financial statements provided for in Section 5.2(a)(ii) and (iii), a certificate of an Authorized Officer of JCC Holding to the effect that, to the best of his knowledge the Issuer during such preceding fiscal year has keptofficer's knowledge, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, specifying the Issuer nature and extent thereof, which certificate shall promptly (A) if the last day of the period covered by the respective financial statements then being delivered correlates to the last day of a Semi-Annual Free Cash Flow Payment Period, set forth in reasonable detail the calculations of Semi-Annual Free Cash Flow for such Semi-Annual Free Cash Flow Payment and (B) set forth in reason- 62 74 able detail the calculation of Consolidated EBITDA for the Test Period ended on the last day covered by the respective financial statements; and (iv) so long as any of the Securities are outstanding, deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such eventTrustee, notice or other action within 30 Business Days of its immediately upon becoming aware of any Default or Event of Default under this Indenture, or any default or event of default under the Revolving Credit Agreement, an Officer's Certificate specifying such occurrenceDefault or Event of Default under this Indenture or event of default under the Revolving Credit Agreement, as applicable, and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the Default or Event of Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each of fiscal year commencing with the Issuer’s fiscal yearsyear ending December 31, 2013, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Issuer has kept, observed, performed and fulfilled its Obligations 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 after due inquiry the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred during occurred, describing all such year and at the date of such certificate there is no Default Defaults or Event Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, on the Notes is continuing or, prohibited or if such signer does know event has occurred, a description of such Default or Event of Default, the certificate shall describe the Default or Event of Default event and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should what action the Issuer elect is taking or proposes to change the manner in which it fixes its fiscal year endtake with respect thereto. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Notes are outstanding, if the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default has occurred or Event of Default and is continuing, what action the Issuer shall promptly deliver is taking or proposes to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrencetake with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers and each Guarantor, if any, shall deliver to the Trustee, within 90 120 days after the end close of each fiscal year of the Issuer’s fiscal yearsIssuers, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during each of the preceding fiscal year Issuers has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge or her knowledge, the Issuer Issuers or the applicable Guarantor during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s applicable Officers' Certificate shall also notify the Trustee should either of the Issuer Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has Issuers have violated any provisions of Article 4IV, 5 V or 6 VI of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Issuers shall deliver to the Trustee, in the event that any Officer becomes aware of the Securities are outstanding, if any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying the Default or Event of Default and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 ninety (90) days after the end of each of the IssuerCompany’s fiscal yearsyear, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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 actual knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation condition and covenant under this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 hereof insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 11.02, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers’ Certificate of the Issuer specifying such event, notice or other action and the status thereof within 30 five (5) Business Days of its any such officer becoming aware of such occurrenceoccurrence (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default). (d) Not later than the date of making any Restricted Payment pursuant to Section 4.10, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment complies with this Indenture and setting forth in reasonable detail the basis upon which the required calculations were computed, which calculations may be based upon the Company’s latest available internal quarterly financial statements.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The copy of the annual report on Form 10-K of the Company as filed with the SEC or the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action as soon as possible and in any event within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or and 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 officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each of fiscal year commencing with the Issuer’s fiscal yearsyear ending December 31, 2015, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Issuer has kept, observed, performed and fulfilled its Obligations 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 after due inquiry the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred during occurred, describing all such year and at the date of such certificate there is no Default Defaults or Event Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, on the Notes is continuing or, prohibited or if such signer does know event has occurred, a description of such Default or Event of Default, the certificate shall describe the Default or Event of Default event and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should what action the Issuer elect is taking or proposes to change the manner in which it fixes its fiscal year endtake with respect thereto. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Notes are outstanding, if the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default has occurred or Event of Default and is continuing, what action the Issuer shall promptly deliver is taking or proposes to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrencetake with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Issuers and each Guarantor, if any, shall deliver to the Trustee, within 90 120 days after the end close of each fiscal year of the Issuer’s fiscal yearsIssuers, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during each of the preceding fiscal year Issuers has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge or her knowledge, the Issuer Issuers or the applicable Guarantor during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s applicable Officers' Certificate shall also notify the Trustee should either of the Issuer Issuers or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has Issuers have violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Issuers shall deliver to the Trustee, in the event that any Officer becomes aware of the Securities are outstanding, if any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying the Default or Event of Default and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a1) The Issuer Company shall deliver to the Trustee, within 90 100 days after the end close of each of the Issuer’s fiscal years, year an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b2) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated vio- lated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c3) So long as any The Company shall deliver to the Trustee, within ten days of the Securities are outstanding, if becoming aware of any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying the Default or Event of Default and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, officer principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The copy of the annual report on Form 10-K of the Company as filed with the SEC or the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action as soon as possible and in any event within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 100 days after the end close of each of the Issuer’s fiscal yearsyear, an Officer’s Officers’ Certificate of the Issuer (which much be signed by at least one of the principal executive officer, principal financial officer or principal accounting officerofficer of the Company) but which otherwise need not comply with Section 1.2 of the Base Indenture, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this the Indenture and further stating, as to each such officer Officer of the Company signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4IV, 5 V or 6 VI of this Supplemental Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Company shall deliver to the Trustee, within thirty days after becoming aware of any Default or Event of Default in the performance of any covenant, agreement or condition contained in the Indenture, an Officers’ Certificate specifying the Default or Event of Default and describing its status with particularity. Upon the written request of the Securities are outstandingTrustee (which may be given at any time and from time to time), if any the Company shall promptly provide written notice to the Trustee confirming that no Default or Event of Default has occurred and or is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail if a Default or by electronic mail in pdf format Event of Default has occurred or facsimile transmission an Officer’s Certificate is continuing, written notice briefly describing such Default or Event of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceDefault.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Certificate of the Issuer officers' certificate (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceaction.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, commencing with the fifty-two weeks ending February 1, 1998, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that that, to the best of his knowledge such Officer's knowledge, after due inquiry, the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant under this Indenture, and that no Default or Event of Default has occurred during such year 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.8 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable hereunder directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence, the Company shall deliver to the Trustee, at its address set forth in Section 12.2 hereof, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action and what action the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or and principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuing, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Company or such Guarantor, as the case may be, has kept, observed, performed and fulfilled its Obligations 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 Issuer Company or such Guarantor, as the case may be, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate of the Company shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4IV, 5 V or 6 VI of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 11.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence. The Trustee shall not be deemed to have notice of any Default or Event of Default unless one of its Trust Officers receives written notice thereof from the Company, any Agent or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor shall deliver to the Trustee, within 90 days after the end close of each fiscal year of the Issuer’s fiscal years, Company (which is currently the Sunday closest to December 31) an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Company or the applicable Guarantor has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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 the Issuer Company or the applicable Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s applicable Officers' Certificate shall also notify the Trustee should the Issuer Company or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's certified independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any The Company shall deliver to the Trustee, forthwith upon becoming aware of the Securities are outstanding, if any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying the Default or Event of Default and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officerwhich complies with TIA Section 314(a)(4) 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 officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations covenants and 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and the obligations contained in this Indenture and the Notes and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.18 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4IV, 5 V or 6 VI in this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.2 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail, an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action (including any action the Company is taking or proposes to take in respect thereof) within 30 Business Days of its becoming aware days of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Parent shall deliver to the Trustee, within 90 days after the end close of each of the Issuer’s fiscal yearsyear, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Parent and its Restricted Subsidiaries during and the preceding fiscal year Parent’s and its Restricted Subsidiaries’ performance under this Indenture has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge or her knowledge, the Issuer Parent and its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s applicable Officers’ Certificate shall also notify the Trustee should the Issuer Parent or any of its Restricted Subsidiaries elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the CompanyParent’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company Parent or any of its Restricted Subsidiaries has violated any provisions of Article 4IV, 5 V or 6 VI of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Parent shall deliver to the Trustee, in the event that any Officer becomes aware of any Default or Event or Default in the Securities are outstandingperformance of any covenant, if any agreement or condition contained in this Indenture, an Officers’ Certificate specifying the Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each the Company’s fiscal year, an Officers’ Certificate, one of the Issuer’s fiscal years, an Officer’s Certificate signers of the Issuer (signed by which shall be the principal executive officer, principal financial officer or principal accounting officer) officer of the Company, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default or Event of Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers’ Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or Officer and/or principal accounting officerOfficer) 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 officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his such Officers' knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the financial statements which are a part terms of such annual report this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or such annual financial statements nothing Event of Default has come to their attention that would lead them and if such a Default or Event of Default has come to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof; provided, it being understood that however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable directly or indirectly to any Person for by reason of any failure to obtain knowledge of any such violationDefault or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days promptly of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 100 days after the end close of each of the Issuer’s fiscal yearsyear, an Officer’s Officers’ Certificate of the Issuer (which much be signed by at least one of the principal executive officer, principal financial officer or principal accounting officerofficer of the Company) but which otherwise need not comply with Section 1.2 of the Base Indenture, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this the Indenture and further stating, as to each such officer Officer of the Company signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 IV or 6 VI of this Second Supplemental Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Company shall deliver to the Trustee, within thirty days after becoming aware of any Default or Event of Default in the performance of any covenant, agreement or condition contained in the Indenture, an Officers’ Certificate specifying the Default or Event of Default and describing its status with particularity. Upon the written request of the Securities are outstandingTrustee (which may be given at any time and from time to time), if any the Company shall promptly provide written notice to the Trustee confirming that no Default or Event of Default has occurred and or is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail if a Default or by electronic mail in pdf format Event of Default has occurred or facsimile transmission an Officer’s Certificate is continuing, written notice briefly describing such Default or Event of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceDefault.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end close of each of the Issuer’s fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Obligations Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that that, to the best of his knowledge knowledge, the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such Obligation covenant contained in this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the Default best of his or Event her knowledge, no event has occurred and remains by reason of Default which payments on the account of the principal of or interest, if any and its status in reasonable detailAdditional Amounts, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, a written report of the Company’s 's independent accountants (who shall be a firm of established international reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Articles IV, 5 V or 6 insofar as they relate to accounting matters VI of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s fiscal years, an Officer’s Certificate a certificate of the Issuer (signed by the principal executive officer, principal financial officer, principal legal officer or principal accounting officer) stating that that, in the ordinary course of the performance of his or her duties as an officer of the Issuer, he or she would have knowledge of any default by the Issuer in the performance of any of its Obligations under this Indenture, 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 officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such 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 Obligation and no Default or Event of Default has 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 signer officer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Officers’ Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of after its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officerwhich complies with TIA Section 314(a)(4) 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 officer 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 such Officer's knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and the Obligations contained in this Indenture and the Notes and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The So long as not contrary to then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 Four or 6 Five or Section 6.01 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person person for any failure to obtain knowledge of any such violation.. 52 -45- (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 12.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action (including any action the Company is taking or proposes to take in respect thereof) within 30 Business Days of its becoming aware thirty days of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, Trustee within 90 120 days after the end of each its fiscal year an Officers' Certificate complying with Section 314(a)(4) of the Issuer’s fiscal years, an Officer’s Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) 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 officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that whether or not the signer knows of any failure by the Company to the best of his knowledge the Issuer during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default comply with any conditions or Event of Default has 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 orcovenants in this Indenture and, if such signer does know of such Default or Event of Defaulta failure to comply, the certificate shall describe the Default or Event of Default and its status in reasonable detailsuch failure with particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) The annual financial statements delivered So long as not contrary the then current policies of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee pursuant to Section 4.10 shall be accompanied by within 120 days after the end of each of its fiscal years a written report of the Company’s a firm of independent certified public accountants with an established national reputation stating that in conducting their audit of the financial statements which are a part of for such annual report or such annual financial statements fiscal year, nothing has come to their attention that would lead caused them to believe that the Company has violated any was not in compliance with the provisions set forth in Article Four or Five of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violationthis Indenture. (c) So The Company shall, so long as any of the Securities are outstanding, if deliver to the Trustee, promptly upon becoming aware of any Default or Event of Default has occurred under this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company is continuing, the Issuer taking or proposes to take with respect thereto. The Trustee shall promptly deliver not be deemed to the Trustee by registered have knowledge of a Default or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate Event of Default unless one of its Trust Officers receives notice of the Issuer specifying such event, notice Default giving rise thereto from the Company or other action within 30 Business Days any of its becoming aware of such occurrencethe Holders.

Compliance Certificate; Notice of Default. (a) The Issuer and the Parent shall deliver to the Trustee, within 90 120 days after the end of each fiscal year of the Issuer’s fiscal yearsParent ending after the Issue Date, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer 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 Officers’ knowledge, after due inquiry, the Issuer Issuer, the Parent and each other Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and the obligations contained in this Indenture and the Notes and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers’ Certificate shall also notify the Trustee should either the Issuer or the Parent elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered Parent shall deliver written notice in the form of an Officers’ Certificate to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of within 30 days after the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge occurrence of any such violation. (c) So long as any event that, with the giving of notice or the Securities are outstanding, if any Default or lapse of time would become an Event of Default has occurred and is continuingDefault, setting forth the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware status of such occurrenceevent and what action the Parent is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver JCC Holding and/or the Company will furnish to the Trustee, Trustee the following information: (i) within 90 120 days after the end of each of the Issuer’s its fiscal yearsyear, an Officer’s 's Certificate complying (whether or not required) with Section 314(a)(4) of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) 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 officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations obligations under this Indenture Indenture, the Security Documents, the Revolving Credit Agreement and further stating, as to each such officer Officer signing such certificate, whether or not the signer knows of any failure by the Company, any Guarantor or any Subsidiary of the Company or any Guarantor to comply with any conditions or covenants in this Indenture and, if such signer does know of such a failure to comply, the certificate shall describe such failure with particularity. The 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; (ii) so long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, 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 of the Company or any Subsidiary of the Company was not in compliance with the provisions set forth in Sections 2.3, 5.1, 5.5, 5.14, 5.24 and 5.29 of this Indenture; (iii) at the time of the delivery of the financial statements provided for in Section 5.2(a)(ii) and (iii), a certificate of an Authorized Officer of JCC Holding to the effect that, to the best of his knowledge the Issuer during such preceding fiscal year has keptofficer's knowledge, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, specifying the Issuer nature and extent thereof, which certificate shall promptly (A) if the last day of the period covered by the respective financial statements then being delivered correlates to the last day of a Semi-Annual Free Cash Flow Payment Period, set forth in reasonable detail the calculations of Semi-Annual Free Cash Flow for such Semi-Annual Free Cash Flow Payment and (B) set forth in reasonable detail the calculation of Consolidated EBITDA for the Test Period ended on the last day covered by the respective financial statements; and (iv) so long as any of the Securities are outstanding, deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such eventTrustee, notice or other action within 30 Business Days of its immediately upon becoming aware of any Default or Event of Default under this Indenture, or any default or event of default under the Revolving Credit Agreement, an Officer's Certificate specifying such occurrenceDefault or Event of Default under this Indenture or event of default under the Revolving Credit Agreement, as applicable, and what action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the Default or Event of Default giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or and 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 officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceaction.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers, one of whom must be the Company's chief executive or chief financial officer with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant contained in this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The So long as not contrary to the then-current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 Four or 6 insofar as they relate to accounting matters Five of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days Days' of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 ninety (90) days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) 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 (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether it has they have kept, observed, performed and fulfilled its Obligations obligations under this Indenture and the other Indenture Documents and further stating, as to each such officer Officer signing such certificate, that to the best of his such Officer's actual knowledge the Issuer Company and its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such Obligation condition and no Default or Event of Default has occurred during such year covenant under this Indenture and the other Indenture Documents in all material respects and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year endwith particularity. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 SECTION 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 ARTICLE FOUR or 6 ARTICLE FIVE insofar as they relate to accounting matters or, if they believe that any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So The Company shall, so long as any of the Securities Notes are outstanding, if upon any Officer of the Company becoming aware of any Default or Event of Default has occurred and is continuingDefault, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Officers' Certificate of the Issuer specifying such event, notice Default or other action Event of Default within 30 five (5) Business Days of its such Officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the TrusteeCollateral Agent, for so long as the Holders hold the security interest granted pursuant to Article X, and thereafter, to each Holder, within 90 days after the end of each of the IssuerCompany’s fiscal years, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has occurred during such year and that, to each Officer’s knowledge, at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does 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 and that to the best of his or her knowledge no event has occurred and remains in reasonable detail. The Officer’s Certificate shall also notify existence by reason of which payments on account of the Trustee should principal or interest, if any, on the Issuer elect Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to change the manner in which it fixes its fiscal year endtake with respect thereto. (b) The So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered to the Trustee pursuant to Section 4.10 5.8 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4V, 5 VI or 6 VII of this Agreement insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. In the event that such written report of the Company’s independent accountants cannot be obtained, the Company shall deliver to the Collateral Agent, for so long as the Holders hold the security interest granted pursuant to Article X, and thereafter, to each Holder, an Officers’ Certificate certifying that it has used its best efforts to obtain such written report but was unable to do so. (c) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Agreement or the Notes, the Issuer Company shall promptly deliver to the Trustee Collateral Agent, for so long as the Holders hold the security interest granted pursuant to Article X, and thereafter, to each Holder, at its address set forth in Section 12.1 hereof, by registered or certified mail or by electronic mail in pdf format telegram or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers’ Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrenceoccurrence and what action the Company is proposing to take with respect thereto. In addition, the Company shall provide prompt written notice to the Collateral Agent, for so long as the Holders hold the security interest granted pursuant to Article X, and thereafter, to each Holder, of any Checkout Failure Event or any circumstances which could reasonably lead to a Checkout Failure Event which in any event shall be delivered not more than 24 hours after the Company discovers such Checkout Failure Event or such circumstances which could reasonably lead to a Checkout Failure Event.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end close of each of the Issuer’s fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled fulfilled, and has caused each of its Obligations Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that that, to the best of his knowledge knowledge, the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such Obligation covenant contained in this Indenture and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the Default best of his or Event her knowledge, no event has occurred 53 54 and remains by reason of Default which payments on the account of the principal of or interest, if any and its status in reasonable detailAdditional Amounts, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture within five Business Days of becoming aware of any such default. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by include, so long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, a written report of the Company’s 's independent accountants (who shall be a firm of established international reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Articles IV, 5 V or 6 insofar as they relate to accounting matters VI of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge such officer's knowledge, the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has occurred during such year and that, to each officer's knowledge, at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signer does 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 and that to the best of his or her knowledge no event has occurred and remains in reasonable detail. The Officer’s Certificate shall also notify existence by reason of which payments on account of the Trustee should principal or interest, if any, on the Issuer elect Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to change the manner in which it fixes its fiscal year endtake with respect thereto. (b) The So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.8 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4IV, 5 V or 6 VI of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. In the event that such written report of the Company's independent accountants cannot be obtained, the Company shall deliver an Officers' Certificate certifying that it has used its best efforts to obtain such written report but was unable to do so. (c) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 11.2 hereof, by registered or certified mail or by electronic mail in pdf format telegram or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrenceoccurrence and what action the Company is proposing to take with respect to thereto.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it the Company has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The So long as not contrary to the then-current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 Four or 6 insofar as they relate to accounting matters Five of this Indenture or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or and principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceaction.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officerwhich complies with TIA Section 314(a)(4) 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 officer 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 such Officer's knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and the Obligations contained in this Indenture and the Notes and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 12.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action (including any action the Company is taking or proposes to take in respect thereof) within 30 Business Days of its becoming aware thirty days of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall deliver annual financial statements delivered pursuant to Section 4.10 to the Trustee, within 90 days after the end of each of the Issuer’s fiscal years, Trustee shall be accompanied by an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Company has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 to the Trustee shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company a Default or Event of Default under this Indenture has violated any provisions of Article 4, 5 or 6 occurred insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violationviolation that would not be disclosed in the course of an audit examination conducted in accordance with GAAP. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 10.02 hereof, by registered or certified mail or by electronic mail in pdf format or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action and the status thereof within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer and each Guarantor, if any, shall deliver to the Trustee, within 90 120 days after the end close of each fiscal year of the Issuer’s fiscal years, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year Issuer or the applicable Guarantor has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge or her knowledge, the Issuer or the applicable Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s applicable Officers' Certificate shall also notify the Trustee should either of the Issuer or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company Issuer has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Issuer shall promptly deliver to the Trustee, in the event that any Officer becomes aware of the Securities are outstanding, if any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, an Officers' Certificate specifying the Default or Event of Default and is continuing, the describing its status with particularity. (d) The Issuer shall promptly deliver to file with the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate promptly at the end of each calendar year (i) a written notice specifying the amount of the Issuer specifying such event, notice or other action within 30 Business Days original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of its becoming aware the end of such occurrenceyear and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it each of the Company and its Subsidiaries has kept, observed, performed and fulfilled its Obligations 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 each of the Issuer Company and its Subsidiaries during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the such Default or Event of Default and its status in reasonable detailstatus. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee Trustee, at its address set forth in Section 13.02 hereof, by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Officers' Certificate of the Issuer (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 officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations 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 Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation covenant and obligation and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report of the Company’s 's independent certified public accountants (who shall be a firm of established national reputation) stating (A) that in conducting their audit examination has included a review of the financial statements which are a part terms of such annual report this Indenture and the form of the Notes as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default or such annual financial statements nothing Event of Default has come to their attention that would lead them and if such a Default or Event of Default has come to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurredtheir attention, specifying the nature and period of existence thereof; provided, it being understood that however, that, without any restriction as to the scope of the audit examination, such independent certified public accountants shall not be liable directly or indirectly to any Person for by reason of any failure to obtain knowledge of any such violationDefault or Event of Default that would not be disclosed in the course of an audit examination conducted in accordance with generally accepted auditing standards. (c) So long as any of the Securities Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer shall Company will deliver to the TrusteeAdministrative Agent, within 90 120 days after the end of each of the Issuer’s fiscal yearsyear, an Officer’s Officers’ Certificate of the Issuer (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 the Company, the Guarantors and the Restricted Subsidiaries during the preceding such fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has the Company, the Guarantors and the Restricted Subsidiaries have kept, observed, performed and fulfilled its Obligations their obligations under this Indenture Agreement, and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge or her knowledge, the Issuer during such preceding fiscal year has Company, the Guarantors and the Restricted Subsidiaries have kept, observed, performed and fulfilled each and every such Obligation covenant contained in this Agreement and no Default or Event of Default has occurred during such year and at the date of such certificate there is no period (or, if a Default or an Event of Default shall have occurred, describing all such Defaults and Events of Default of which he or she may have knowledge and what action they are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and is continuing orremains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such signer does know event has occurred, a description of such the event and what action the Company and the Guarantors are taking or propose to take with respect thereto. (b) The Company and the Guarantors will, so long as any of the Notes are outstanding, deliver to the Administrative Agent, within 10 Business Days upon any Officer obtaining actual knowledge of any Default or Event of Default, the certificate shall describe the an Officers’ Certificate specifying such Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that what action the Company has violated any provisions of Article 4, 5 and the Guarantors are taking or 6 insofar as they relate propose to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violationtake with respect thereto. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer shall promptly deliver The Company’s fiscal year currently ends on December 31. The Company will provide written notice to the Trustee by registered or certified mail or by electronic mail Administrative Agent of any change in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrencefiscal year.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation obligation and no Default or Event of Default has 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 signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect to change the manner in which it fixes its fiscal year end.and (b) The copy of the annual report on Form 10-K of the Company as filed with the SEC or the annual financial statements delivered to the Trustee pursuant to Section 4.10 4.09 shall be accompanied by a written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (ci) So long as any of the Securities are outstanding, if If any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Issuer Company and each Guarantor, if any, shall deliver to the Trustee, within 90 120 days after the end close of each fiscal year of the Issuer’s fiscal yearsCompany, an Officer’s Officers’ Certificate of the Issuer (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during each of the preceding fiscal year Company has been made under the supervision of the signing officer Officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer Officer signing such certificate, that to the best of his knowledge or her knowledge, the Issuer Company or the applicable Guarantor during such preceding fiscal year has have kept, observed, performed and fulfilled each and every such Obligation covenant and no Default or Event of Default has 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s applicable Officers’ Certificate shall also notify the Trustee should either of the Issuer Company or any Guarantor elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) that in conducting their audit of the such financial statements which are a part of such annual report or such annual financial statements statements, as it relates to accounting matters, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Four, 5 Five or 6 Six of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as The Company shall deliver to the Trustee, in the event that any Officer becomes aware of the Securities are outstanding, if any Default or Event of Default has occurred in the performance of any covenant, agreement or condition contained in this Indenture, an Officers’ Certificate specifying the Default or Event of Default and is continuing, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of describing its becoming aware of such occurrencestatus with particularity.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s fiscal yearsyear, an Officer’s Officers' Certificate of the Issuer (signed by the its principal executive officer, principal financial officer or principal accounting officer) officer stating that a review of its activities and the activities of the Company and its Subsidiaries Restricted Subsidiaries, as the case may be, during the preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether it each has kept, observed, performed and fulfilled its Obligations under this Indenture Indenture, and further stating, as to each such officer Officer signing such certificate, that to the best of his or her knowledge the Issuer during such preceding fiscal year each has kept, observed, performed and fulfilled each and every such Obligation covenant contained in this Indenture and no is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred during shall have occurred, describing all such year and at the date of such certificate there is no Default Defaults or Event Events of Default that has occurred of which he or she may have knowledge and what action each is continuing or, if such signer does know of such Default taking or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Certificate shall also notify the Trustee should the Issuer elect proposes to change the manner in which it fixes its fiscal year endtake with respect thereto). (b) The annual So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered to the Trustee pursuant to Section 4.10 4.08 shall be accompanied by a written report statement of (x) the Company’s 's independent public accountants (who shall be a firm of established national reputation) that in conducting their audit of making the financial statements which are a part examination necessary for certification of such annual report or such annual financial statements nothing has come to their attention that which would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 of this Indenture insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation and (y) if any Restricted Subsidiary's financial statements are not prepared on a consolidated basis with the Company's, such Restricted Subsidiary's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that any of the Restricted Subsidiaries is in Default under this Indenture or, if any such Default has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So The Company shall, so long as any of the Securities Notes are outstanding, if deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any Default or Event of Default has occurred and or (ii) any event of default under any other mortgage, indenture or instrument as that term is continuingused in Section 6.01 hereof, the Issuer shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format or facsimile transmission an Officer’s Officers' Certificate of the Issuer specifying such eventDefault, notice Event of Default or other event of default and what action within 30 Business Days of its becoming aware of such occurrencethe Company is taking or proposes to take with respect thereto. (d) The Company shall also comply with TIA Section 314(a)(4).

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 120 days after the end of each of the Issuer’s Company's fiscal years, an Officer’s Certificate Officers' Certificate, one of the Issuer (signed by signors of which shall be the principal executive officer, principal financial accounting officer or principal accounting officer) financial officer of the Company, stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether it has kept, observed, performed and fulfilled its Obligations obligations under this Indenture and further stating, as to each such officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has occurred during such year 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 signer does signers do know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detailwith particularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The copy of the annual financial statements report on Form 10-K as filed with the SEC and delivered to the Trustee pursuant to Section 4.10 4.11 shall be accompanied by a ------------ written report of the Company’s 's independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4Articles Four, 5 ------------- Five or 6 Six insofar as they relate to accounting matters or, if any such ---- --- violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities Senior Notes are outstanding, outstanding (i) if any Default or Event of Default has occurred and is continuingcontinuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Senior Notes, the Issuer Company shall promptly deliver to the Trustee as soon as practicable, and in any event within five days after the Company becomes aware of such event, by registered or certified mail or by electronic mail in pdf format or facsimile transmission followed by hard copy by registered or certified mail an Officer’s Officers' Certificate of the Issuer specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrenceaction.

Compliance Certificate; Notice of Default. (a) The Issuer Company shall deliver to the Trustee, within 90 days after the end of each of the IssuerCompany’s fiscal years, an Officer’s Officers’ Certificate of the Issuer Company (signed by the principal executive officer, principal financial officer or principal accounting officer) stating that a review of its activities and the activities of its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing officer with a view to determining whether it has kept, observed, performed and fulfilled its Obligations under this Indenture and further stating, as to such officer signing such certificate, that to the best of his knowledge the Issuer Company during such preceding fiscal year has kept, observed, performed and fulfilled each and every such Obligation and no Default or Event of Default has 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 signer does know of such Default or Event of Default, the certificate shall describe the Default or Event of Default and its status in reasonable detail. The Officer’s Officers’ Certificate shall also notify the Trustee should the Issuer Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered to the Trustee pursuant to Section 4.10 shall be accompanied by a written report of the Company’s independent accountants that in conducting their audit of the financial statements which are a part of such annual report or such annual financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4, 5 or 6 insofar as they relate to accounting matters or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) So long as any of the Securities are outstanding, if any Default or Event of Default has occurred and is continuing, the Issuer Company shall promptly deliver to the Trustee by registered or certified mail or by electronic mail in pdf format telegram, telex or facsimile transmission an Officer’s Officers’ Certificate of the Issuer Company specifying such event, notice or other action within 30 Business Days of its becoming aware of such occurrence.