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

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors has been made under the supervision of the signing officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating that to the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 90 days after the close end of each its fiscal year an Officers' Certificate complying (whether or not required) with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no whether or not the signer knows of any failure of 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 Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendation of the American Institute of Certified Public Accountants, the Company shall deliver to the Trustee within 120 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company or any Subsidiary of the Company was not in compliance with the provisions set forth in Sections 5.3, 5.10, 5.11, 5.14, 5.15, 5.18, 5.19, 5.20, or 5.21 of this Indenture. (c) The Company shall, so long as any of the Securities (other than in respect of the Amended Original Guaranty) are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default that has occurred and is continuing orunder this Indenture, if such signing officer does know of such Default or Event of Default, the certificate shall specify an Officers' Certificate specifying such Default or Event of Default and what action, if any, action the Co-Issuers are Company is taking or proposes proposing to take with respect thereto. The Officer’s Certificate Trustee shall also notify not be deemed to have knowledge of a Default or an Event of Default unless one of its trust officers receives notice of the Trustee should Default giving rise thereto from the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretoHolders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Company’s fiscal year ending December 31, 2014year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their its obligations under this Indenture and the other Indenture Documents and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers Company and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture and the other Indenture Documents in all material respects and as of at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying describe the Default or Event of Default and what actionits status with particularity. (b) The annual financial statements delivered pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four or Article Five insofar as they relate to accounting matters or, if anythey 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) The Company shall, so long as any Notes are outstanding, upon any Officer of the Company is taking becoming aware of any Default or proposes Event of Default, deliver to take with respect theretothe Trustee an Officers’ Certificate specifying such Default or Event of Default within five (5) Business Days of such Officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company Issuer and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Issuer’s fiscal year ending December 31, 2014year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers and the Guarantors Issuer during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default default or Event of Default, the certificate shall specify such Default describe the default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end. (bi) The Company shall deliver to the Trustee as promptly as practicable and in If any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default has occurred and what action, is continuing or (ii) if anyany Holder has provided written notice to the Issuer that such Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company is taking Issuer shall deliver to the Trustee, at its address set forth in Section 11.02, by registered or proposes to take with respect theretocertified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event or notice, and the status thereof within ten (10) Business Days of any such officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate (signed by its chief the principal executive officer, chief principal financial officer or chief principal accounting officer, ) stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such obligation and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the 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 shall deliver as filed with the SEC or the annual financial statements delivered to the Trustee pursuant to Section 4.09 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 Four, Five or Six insofar as promptly 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. (i) telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action as practicable soon as possible and in any event within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 165 100 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors Company has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as of the date of every such certificate, there is covenant and no Default or Event of Default that occurred during such year and at the date of such certificate no Default or Event of Default has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b2) The annual financial statements delivered 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or 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. (3) The Company shall deliver to the Trustee as promptly as practicable and in any event Trustee, within 30 ten days after the Company (or any of its Officers) becomes becoming aware of the occurrence of any Default or Event of Default in the performance of any covenant, agreement or condition contained in this Indenture, an Officer’s Officers' Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take describing its status with respect theretoparticularity.

Compliance Certificate; Notice of Default. (a) The Company shall deliver annual financial statements delivered pursuant to Section 4.10 to the TrusteeTrustee shall be accompanied by an Officers’ Certificate, within 165 days after the close of each fiscal year one of the Company beginning with signers of which shall be the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief principal executive officer, chief principal financial officer or chief principal accounting officerofficer of the Company, stating that a review of the activities of the Co-Issuers and the Guarantors Company has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 10.02 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action and in any event the status thereof within 30 days after the Company (or any ten Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year of the Company beginning commencing with the fiscal year ending December 31, 2014in which Notes are first issued pursuant to this Indenture, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, of the Company stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, the Co-Issuers Company and the Guarantors such Restricted Subsidiaries during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under each and every such covenant in this Indenture in all material respects and as of no Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does Officers do know of such Default or Event of Default, the certificate shall specify describe all such Default or Event Defaults of Default which such signing Officer has actual knowledge and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly soon as practicable possible, and in any event within 30 five days after the Company (or any of its Officers) becomes aware of the occurrence of any Default or Event of Default, an Officer’s Officers’ Certificate of the Company specifying the Default or Event of Default and what action, if any, describing its status with particularity and the Company is taking or proposes action proposed to take with respect be taken thereto. (c) The Company’s fiscal year currently ends on January 31. The Company will provide written notice to the Trustee of any change in its fiscal year.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close end of each fiscal year year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of the activities of the Co-Issuers Company and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have each has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have his or her knowledge each entity has kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture and is not in all material respects and as default in the performance or observance of any of the date terms, provisions and conditions of such certificatethis Indenture or, there is no if a Default or Event of Default shall have occurred, describing all 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, all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no event has occurred and is continuing or, if such signing officer does know remains in existence by reason of such Default which payments on account of the principal of or Event of Default, the certificate shall specify such Default or Event of Default and what actioninterest, if any, on the Co-Issuers are Securities is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.3 above shall be accompanied by a written statement of the Company's certified 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 the Company or any Subsidiary of the Company has violated any provisions of Article 4 or of Article 5 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) The Company shall shall, so long as any of the Securities are outstanding, deliver to the Trustee as promptly as practicable and in Trustee, forthwith upon any event within 30 days after the Company (or any of its Officers) becomes Officer becoming actually aware of the occurrence of any Default or Event of Default, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default or any Event of Default unless one of its Responsible Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors Company has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as of the date of every such certificate, there is covenant and no Default or Event of Default that occurred during such year and at the date of such certificate no Default or Event of Default has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b2) The annual financial statements delivered pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or 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. (3) The Company shall deliver to the Trustee as promptly as practicable and in any event Trustee, within 30 days after the Company (or any of its Officers) becomes becoming aware of the occurrence of any Default or Event of Default in the performance of any covenant, agreement or condition contained in this Indenture, an Officer’s Officers' Certificate specifying the Default or Event of Default Default, describing its status with particularity and what action, if any, action the Company is taking or proposes to take with in respect theretothereof.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Notes Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual Officer's knowledge, based on such review, the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this each and every such covenant contained in the Notes Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. Such Officer's Certificate shall comply with TIA Section 314(a)(4). (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 pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four or Five of this Notes 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. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Notes Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 11.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 60 days after the close end of each of its fiscal year quarters, or 105 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors its Subsidiaries have kept, observed, performed and fulfilled their its obligations (excluding those obligations addressed by Section 11.3) under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no Default regardless of whether the signer knows of any failure by the Company or Event any Subsidiary of Default that has occurred and is continuing orthe Company to comply with any conditions or covenants in this Indenture, or of the occurrence of any Default, and, if such signing officer signer does know of such Default a failure to comply or Event of Default, the certificate shall specify describe such failure or Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year endparticularity. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 105 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company (or any of its Officers) becomes aware Subsidiary of the occurrence Company was not in compliance with the provisions set forth in Section 4.3, 4.11, 4.14 or 4.16. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default under this Indenture, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, 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 giving rise thereto from the Company or any of the Holders. (d) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after the occurrence thereof, an Officers' Certificate informing the Trustee in reasonable detail of (i) any

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 120 days after the close end of each its fiscal year of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief Certificate, one of the signers of which shall be the principal executive officer, chief principal financial officer or chief principal accounting officerofficer of the Company, complying with Section 314(a)(4) of the Trust Indenture Act and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and until the expiration of such periods, or notice requirements) and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of officer signing such certificate, there is no Default whether or Event not the signer knows of Default that has occurred and is continuing orany failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture and, if such signing officer signer does know of such Default or Event of Defaulta failure to comply, the certificate shall specify describe such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take failure with respect theretoparticularity. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) The Company shall shall, so long as any of the Securities of any series are outstanding, deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes Trustee, immediately upon becoming aware of the occurrence any Event of any Default with respect to such series under this Indenture, an Officer’s Certificate specifying the Default or such Event of Default and what action, if any, action the Company is taking or proposes propose to take with respect thereto. The Trustee shall not be deemed to have knowledge of an Event of Default unless one of its Responsible Officers receives notice of the Event of Default from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 60 days after the close end of each of its fiscal year quarters, or 105 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors its Subsidiaries have kept, observed, performed and fulfilled their its obligations (excluding those obligations addressed by Section 11.3) under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no Default regardless of whether the signer knows of any failure by the Company or Event any Subsidiary of Default that has occurred and is continuing orthe Company to comply with any conditions or covenants in this Indenture, or of the occurrence of any Default, and, if such signing officer signer does know of such Default a failure to comply or Event of Default, the certificate shall specify describe such failure or Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year endparticularity. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 105 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company (or any of its Officers) becomes aware Subsidiary of the occurrence Company was not in compliance with the provisions set forth in Section 4.3, 4.11, 4.14 or 4.16. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default under this Indenture, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, 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 giving rise thereto from the Company or any of the Holders. (d) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after the occurrence thereof, an Officers' Certificate informing the Trustee in reasonable detail of (i) any change in the composition of the Board of Directors of the Company or any of its Subsidiaries, and/or (ii) any amendment to the charter or bylaws of the Company or any of its Subsidiaries.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, Trustee within 165 120 days after the close end of each its fiscal year an Officers’ Certificate, one of the Company beginning signatories of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and also stating that a review of the Company activities and the activities of its Restricted Subsidiaries, if any, during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether each of the Co-Issuers Company and the Subsidiary Guarantors have has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no Default whether or Event not the signer knows of Default that has occurred and is continuing orany failure by the Company, any Subsidiary Guarantor or any Restricted Subsidiary of the Company to comply with any conditions or covenants in this Indenture or of any Defaults and, if such signing officer signer does know of such a failure to comply or Default, the certificate shall describe such failure and Default with particularity. The Officers’ Certificate shall also notify the Trustee whether the relevant fiscal year ends on any date other than the current fiscal year end date. (2) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or Event of Default, the certificate shall specify an Officers’ Certificate specifying such Default or Event of Default and what action, if any, action the Co-Issuers are Company is taking or proposes propose to take with respect thereto. The Officer’s Certificate Trustee shall also notify the Trustee should not be deemed to have knowledge of any Default, any Event of Default or any such fact unless one of its Trust Officers receives written notice thereof from the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying Holders and such notice references the Default or Event of Default Notes and what action, if any, the Company is taking or proposes to take with respect theretothis Indenture.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s Officer's actual knowledge, knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 11.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company five (or any 5) Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company and the Guarantors shall deliver to the Trustee, within 165 ninety (90) days after the close end of each fiscal year of the Company beginning commencing with the fiscal year ending December 31, 20142011, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of their activities during the activities of the Co-Issuers and the Guarantors 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 of the Company) with a view to determining whether the Co-Issuers Company and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge each of the Co-Issuers Company and the Guarantors during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company or any Guarantor elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder has provided written notice to the Company that such Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 11.02, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event or notice, and in the status thereof within ten (10) Business Days of any event within 30 days after the Company (or any of its Officers) becomes such officer becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, (i) within 165 90 days after the close end of each fiscal year of the Company beginning with Company's first three fiscal quarters and (ii) within 120 days after the end of the Company's fourth fiscal year ending December 31, 2014quarter, an Officer’s Officers' Certificate (signed by its chief the principal executive officer, chief principal financial officer or chief principal accounting officer, ) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such officer signing such certificate, that to the best of such officer’s actual knowledge, officers' knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have quarter has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such obligation and no Default or Event of Default occurred during such quarter and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee So long as promptly as practicable and in any event within 30 days after the Company (or any of its Officersthe Notes are outstanding (i) becomes aware of the occurrence of if any Default an Officer’s Certificate specifying the Default or Event of Default has occurred and what action, is continuing or (ii) if anyany Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company is taking shall promptly deliver to the Trustee by registered or proposes to take with respect theretocertified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five Business Days of its becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 90 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s Officer's actual knowledge, knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or 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. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 10.02 hereof, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 90 days after the close end of the Company's fiscal year, which currently ends on November 30 of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, Officer's knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The lead them to believe that a Default or Event of Default under this Indenture has 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 violation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 11.02 hereof, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action and in any event the status thereof within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 165 90 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014Issuer, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Issuer and the Guarantors its Restricted Subsidiaries has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual his or her knowledge, the Co-Issuers Issuer and the Guarantors it’s Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s applicable Officers’ Certificate shall also notify the Trustee should the Company Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes its fiscal year end. (b) The Company Issuer shall deliver to the Trustee as promptly as practicable and Trustee, in the event that any event within 30 days after the Company (or any of its Officers) Officer becomes aware of any Default or Event of Default in the occurrence performance of any Default covenant, agreement or condition contained in this Indenture, an Officer’s Officers’ Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take describing its status with respect theretoparticularity.

Compliance Certificate; Notice of Default. (a) The Company QCP shall deliver to the Trustee, within 165 120 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014commencing with December 31, 2016, an Officer’s Certificate signed by its chief the principal executive officer, chief principal financial officer or chief principal accounting officer, stating officer of QCP certifying that a review of the activities of the Co-Issuers QCP and the Guarantors its Restricted Subsidiaries and of QCP’s performance under this Indenture has been made under the supervision of the signing officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture Officer and further stating that that, to the best of such officerOfficer’s actual knowledge, the Co-Issuers QCP and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed fulfilled each and fulfilled their respective obligations under this Indenture in all material respects every such covenant and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer signer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are QCP is taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company QCP shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) QCP becomes aware (unless such Default has been cured before the end of the 30-day period) of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company QCP is taking or proposes propose to take with respect thereto. (c) Except with respect to receipt of payments of principal and interest on the Notes and any Default or Event of Default information contained in the Officer’s Certificate delivered pursuant to this Section 4.05, the Trustee shall have no duty to review, ascertain or confirm the Issuers’ compliance with or the breach of any representation, warranty or covenant made in the Indenture.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 90 days after the close end of the Company's fiscal year, which currently ends on November 30 of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, Officer's knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred dur- ing such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that a Default or Event of Default under this Indenture has 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 violation. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 11.02 hereof, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action and in any event the status thereof within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the TrusteeAdministrative Agent, within 165 120 days after the close end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company, the Guarantors and the Guarantors Company's Subsidiaries during such fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company, the Guarantors and the Guarantors Company's Subsidiaries have kept, observed, performed and fulfilled their obligations under this Indenture Agreement, and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual his or her knowledge, the Co-Issuers Company, the Guarantors and the Guarantors during such preceding fiscal year Company's Subsidiaries have kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture in all material respects Agreement and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing during such period (or, if a Default shall have occurred, describing all such signing officer does know Defaults of such Default which he or Event of Default, the certificate shall specify such Default or Event of Default she may have knowledge and what action, if any, the Co-Issuers action they are taking or proposes propose to take with respect thereto. The Officer’s Certificate shall also notify ) and that to the Trustee should best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the Company elect principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company, the Guarantors and the Company's Subsidiaries are taking or propose to change the manner in which it fixes its fiscal year endtake with respect thereto. (b) The Company shall and the Guarantors shall, so long as any of the Notes are outstanding, deliver to the Trustee as promptly as practicable and in Administrative Agent, within 10 Business Days upon any event within 30 days after the Company (or any of its Officers) becomes Officer becoming aware of the occurrence of any Default Default, an Officer’s Officers' Certificate specifying the Default or Event of such Default and what action, if any, action the Company is and the Guarantors are taking or proposes propose to take with respect thereto. (c) TIP's fiscal year currently ends on December 31. The Company shall provide written notice to the Administrative Agent of any change in TIP's fiscal year.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 60 days after the close end of each of its fiscal year quarters, or 105 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors its Subsidiaries have kept, observed, performed and fulfilled their its obligations (excluding those obligations addressed by Section 12.3) under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no Default regardless of whether the signer knows of any failure by the Company or Event any Subsidiary of Default that has occurred and is continuing orthe Company to comply with any conditions or covenants in this Indenture, or of the occurrence of any Default, and, if such signing officer signer does know of such Default a failure to comply or Event of Default, the certificate shall specify describe such failure or Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year endparticularity. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 105 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company (or any of its Officers) becomes aware Subsidiary of the occurrence Company was not in compliance with the provisions set forth in Section 4.3, 4.11, 4.14 or 4.16. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default under this Indenture, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, 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 giving rise thereto from the Company or any of the Holders. (d) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, promptly after the occurrence thereof, an Officers' Certificate informing the Trustee in reasonable detail of (i) any change in the composition of the Board of Directors of the Company or any of its Subsidiaries, and/or (ii) any amendment to the charter or bylaws of the Company or any of its Subsidiaries.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close end of each the Company’s fiscal year of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers Company and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 11.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days after the Company five (or any 5) Business Days of its Officers) becomes becoming aware of the occurrence such occurrence. Table of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.Contents

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 60 days after the close end of each of its fiscal year quarters, or 90 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors its Subsidiaries have kept, observed, performed and fulfilled their its obligations under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no Default regardless of whether the signer knows of any failure by the Company or Event any Subsidiary of Default that has occurred and is continuing orthe Company to comply with any conditions or covenants in this Indenture, or of the occurrence of any Default, and, if such signing officer does signxx xxxs know of such Default a failure to comply or Event of Default, the certificate shall specify describe such failure or Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year endparticularity. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 90 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company (or any of its Officers) becomes aware Subsidiary of the occurrence Company was not in compliance with the provisions set forth in Section 4.3, 4.10, 4.11 or 4.14. (c) The Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default under this Indenture, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, 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 giving rise thereto from the Company or any of the Holders. (d) The Company shall deliver to the Trustee an Officers' Certificate specifying any changes in the composition of the Board of Directors of the Company or any of its Subsidiaries or of any amendment to the charter or bylaws of the Company or any of its Subsidiaries. The Officers' Certificate shall include a description in reasonable detail of such amendment or change and an explanation why such amendment or change does not constitute a Default or Event of Default.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 165 120 days after the close of each fiscal year of the Company beginning year, commencing with the fiscal year ending ended December 31, 20142017, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Issuer and the Guarantors Guarantors, has been made under the supervision of the signing officer Officer with a view to determining whether the Co-Issuers Issuer and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which they are a party and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, the Co-Issuers Issuer and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents to which they are a party in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing (including, without limitation, a Default or Event of Default triggered by the failure of the Issuer and/or a Vessel Guarantor to maintain the Security Interests of each of the Security Documents required to be maintained on such date) or, if such signing officer does Officers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are Issuer is taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end. (b) The Company Issuer shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company Issuer (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close end of each fiscal year year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of the activities of the Co-Issuers Company and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have each has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have his or her knowledge each entity has kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture and is not in all material respects and as default in the performance or observance of any of the date terms, provisions and conditions of such certificatethis Indenture or, there is no if a Default or Event of Default shall have occurred, describing all 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, all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no 50 -44- event has occurred and is continuing or, if such signing officer does know remains in existence by reason of such Default which payments on account of the principal of or Event of Default, the certificate shall specify such Default or Event of Default and what actioninterest, if any, on the Co-Issuers are Securities is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.3 above shall be accompanied by a written statement of the Company's certified 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 the Company or any Subsidiary of the Company has violated any provisions of Article 4 or of Article 5 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) The Company shall shall, so long as any of the Securities are outstanding, deliver to the Trustee as promptly as practicable and in Trustee, forthwith upon any event within 30 days after the Company (or any of its Officers) becomes Officer becoming actually aware of the occurrence of any Default or Event of Default, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default or any Event of Default unless one of its Responsible Officers receives written notice thereof from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the fiscal year ending December 31, 2014Company’s Fiscal Year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding Fiscal Year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers Company and the Guarantors its Restricted Subsidiaries during such preceding fiscal year Fiscal Year have kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year Fiscal Year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if the Company receives written notice that any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 11.02, an Officers’ Certificate specifying such event, notice or other action within 30 days after the Company five (or any 5) Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 165 90 days after the close end of each fiscal year of the Company beginning commencing with the fiscal year ending December 31, 20142017, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Issuer and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to his or her knowledge after due inquiry the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have Issuer has kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture and is not in all material respects and as default in the performance or observance of any of the date terms, provisions and conditions of such certificatethis Indenture (or, there is no if a Default or Event of Default that has occurred and is continuing oroccurred, if describing all such signing officer does know of such Default Defaults or Event of Default, the certificate shall specify such Default or Event Events of Default of which he or she may have knowledge and what action, if any, action the Co-Issuers are Issuer is taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect ) and that to change the manner his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware payments on account of the occurrence principal of any Default an Officer’s Certificate specifying or interest, on the Default Notes is prohibited or Event if such event has occurred, a description of Default the event and what action, if any, action the Company Issuer is taking or proposes to take with respect thereto. (b) So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee, within 165 90 days after the close end of each the Partnership’s fiscal year an Officers’ Certificate (one of the Company beginning with signers of which shall be the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief principal executive officer, chief principal financial officer or chief principal accounting officer, officer of the Partnership) stating that a review of the activities of the Co-Issuers Partnership and the Guarantors its Subsidiaries during such fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors Partnership have kept, observed, performed and fulfilled their obligations under this Indenture Indenture, and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his or her knowledge the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture and are not in all material respects and as default in the performance or observance of any of the date of such certificateterms, there is no provisions and conditions hereof (or, if a Default or Event of Default that has occurred and is continuing orshall have occurred, if describing all or such signing officer does know of such Default Defaults or Event of Default, the certificate shall specify such Default or Event Events of Default of which he or she may have knowledge and what action, if any, the Co-Issuers are 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 remains 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 event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company Partnership elect to change the manner in which it fixes its fiscal year end. (bi) The Company shall deliver to the Trustee as promptly as practicable and in If any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed default under this Indenture or the Notes, the Issuers shall deliver to the Trustee, at its address set forth in Section 11.02 hereof, by registered or certified mail or facsimile transmission followed by hard copy by overnight courier, registered or certified mail an Officers’ Certificate specifying such Default or Event of Default, notice or other action, the status thereof and what action, if any, action the Company is Issuers are taking or proposes to take with respect theretowithin five Business Days of their becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close end of each fiscal year year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of the activities of the Co-Issuers Company and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have each has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have his or her knowledge each entity has kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture and is not in all material respects and as default in the performance or observance of any of the date terms, provisions and conditions of such certificatethis Indenture or, there is no if a Default or Event of Default shall have occurred, describing all 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, all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no event has occurred and is continuing or, if such signing officer does know remains in existence by reason of such Default which payments on account of the principal of or Event of Default, the certificate shall specify such Default or Event of Default and what actioninterest, if any, on the Co-Issuers are Securities is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its relevant fiscal year endend on any date other than the current fiscal year end date. (b) The Company shall deliver So long as not contrary to the Trustee as promptly as practicable and then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.3 above shall be accompanied by a written statement of the Company's certified independent public accountants (who shall be a firm of established national reputation) that in any event within 30 days after making the examination necessary for certification of such financial statements nothing has come to their attention which would lead them to believe that the Company (or any of its Officers) becomes aware Subsidiary of the occurrence Company has violated any provisions of Article 4 or of Article 5 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 Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch violation.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close end of each the Company’s fiscal year of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers Company and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 11.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action within 30 days after the Company five (or any 5) Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Company’s fiscal year ending December 31, 2014year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers Company and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall shall, so long as any Notes are outstanding, upon any Officer of the Company becoming aware of any Default or Event of Default, deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Collateral Agent an Officers) becomes aware of the occurrence of any Default an Officer’s ’ Certificate specifying the such Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretowithin five (5) Business Days of such Officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014Company, an Officer’s Certificate signed by its Officers' Certificate, one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officerofficer of the Company, stating that a review of the activities of the Co-Issuers Company and the Guarantors has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s Officer's actual knowledge, the Co-Issuers Company and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does Officers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are Company is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its the fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Officers' Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the TrusteeHolders, within 165 90 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, Officer's knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee Holders should the Company elect to change the manner in which it fixes its fiscal year end. (bi) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Holders an Officers' Certificate specifying such event, notice or other action within five Business Days of its becoming aware of such occurrence. (c) The Company shall deliver within 45 days after each of the Company's fiscal Quarters (90 days with respect to the Trustee as promptly as practicable Company's fourth fiscal Quarter) to the Holders an Officers' Certificate stating that the incurrence of such Indebtedness, or the making of such Restricted Payment, during such Quarter complies with this Indenture and setting forth in any event within 30 days after reasonable detail the Company (or any of its Officers) becomes aware of computations demonstrating compliance with the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretocovenants contained in this Indenture.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 165 90 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014Issuer, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Issuer and the Guarantors its Restricted Subsidiaries has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual his or her knowledge, the Co-Issuers Issuer and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s applicable Officers' Certificate shall also notify the Trustee should the Company Issuer or any of its Restricted Subsidiaries elect to change the manner in which it fixes its fiscal year end. (b) The Company Issuer shall deliver promptly to the Trustee as promptly as practicable and Trustee, in the event that any event within 30 days after the Company (or any of its Officers) Officer becomes aware of any Default or Event of Default in the occurrence performance of any Default covenant, agreement or condition contained in this Indenture, an Officer’s Officers' Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take describing its status with respect theretoparticularity.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 60 days after the close end of each of its fiscal year quarters, or 105 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors its Subsidiaries have kept, observed, performed and fulfilled their its obligations (excluding those obligations addressed by Section 11.2) under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no regardless of whether the signer knows of any failure by the Company or any Subsidiary of the Company to comply with any conditions or covenants in this Indenture, or of the occurrence of any Default, and, if such signxx xxxs know of such a failure to comply or Default, the certificate shall describe such failure or Default with particularity. (b) The Company shall promptly deliver to the Trustee within 90 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company or any Subsidiary of the Company was not in compliance with the provisions set forth in Section 4.3 or 4.11. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default that has occurred and is continuing orunder this Indenture, if such signing officer does know of such Default or Event of Default, the certificate shall specify an Officers' Certificate specifying such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, 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 giving rise thereto from the Company or any of the Holders.

Compliance Certificate; Notice of Default. (a) The Company and the Subsidiary Issuer shall each deliver to the Trustee, within 165 90 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and Subsidiary Issuer, as the Guarantors case may be, have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s Officer's actual knowledge, the Co-Issuers and the Guarantors knowledge during such preceding fiscal year have such Issuer has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company an Issuer elect to change the manner in which it fixes its fiscal year end. (bi) The Company shall deliver to the Trustee as promptly as practicable and in If any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default has occurred and what action, is continuing or (ii) if anyany Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company is taking Issuers shall deliver to the Trustee, at its address set forth in SECTION 11.02, by registered or proposes to take with respect theretocertified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within five (5) Business Days of their becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a1) The Company and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Company’s fiscal year ending December 31, 2014year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder has provided written notice to the Company that such Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 11.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event or notice, and in the status thereof within ten (10) Business Days of any event within 30 days after the Company (or any of its Officers) becomes such officer becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Company’s fiscal year ending December 31, 2014year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of the signatories thereto being the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors they have kept, observed, performed and fulfilled their obligations under this Indenture and the other Indenture Documents and further stating that stating, as to each such Officer signing such certificate, to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers Company and the Guarantors its Restricted Subsidiaries during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture and the other Indenture Documents in all material respects and as of at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying describe the Default or Event of Default and what actionits status with particularity. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the annual financial statements delivered pursuant to Section 4.17 shall be accompanied by a written report of the Company’s independent accountants (who shall be a firm of established national reputation) stating whether, in conducting their audit of such financial statements, any Default or Event of Default as they relate to accounting matters has come to their attention or, if anythey 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) The Company shall, so long as any Notes are outstanding, upon any Officer of the Company is taking becoming aware of any Default or proposes Event of Default, deliver to take with respect theretothe Trustee an Officers’ Certificate specifying such Default or Event of Default within five (5) Business Days of such Officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall ----------------------------------------- deliver to the Trustee, within 165 90 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating that stating, as to each such Officer signing such certificate, that, to the best of such officer’s actual his or her knowledge, the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture in all material respects and as of no Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that which has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default describe its status, with particularity and that, to the best of his or Event her knowledge, no event has occurred and remains by reason of Default and what actionwhich payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Co-Issuers are 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 Company elect to change the manner in which it fixes its fiscal year end. (b) . The Company shall deliver to notify the Trustee as promptly as practicable and of any default or defaults in the performance of any event covenants or agreements under this Indenture within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch default.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 90 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and the Escrow Agreement and further stating that stating, as to each such Officer signing such certificate, that, to the best of such officer’s actual his knowledge, the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture in all material respects and as of the Escrow Agreement and no Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that which has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default describe its status, with particularity and that, to the best of his or Event her knowledge, no event has occurred and remains by reason of Default and what actionwhich payments on the account of the 57 49 principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Co-Issuers are 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 Company elect to change the manner in which it fixes its fiscal year end. The Company shall notify the Trustee of any default or defaults in the performance of any covenants or agreements under this Indenture or the Escrow Agreement within five Business Days of becoming aware of any such default. (b) The Company annual financial statements delivered pursuant to Section 4.10 shall deliver include, so long as not contrary to the Trustee as promptly as practicable and then current recommendations of the American Institute of Certified Public Accountants, a written report of the Company's independent accountants (who shall be a firm of established international reputation) that in any event within 30 days after conducting their audit of such financial statements nothing has come to their attention that would lead them to believe that the Company (has violated any provisions of Articles IV, V or VI of this Indenture or, if any such violation has occurred, specifying the nature and period of its Officers) becomes aware of the occurrence 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 Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch violation.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 60 days after the close end of each of its fiscal year quarters, or 105 days after the end of a fiscal quarter that is also the end of a fiscal year, an Officers' Certificate complying with Section 314(a)(4) of the Company beginning with the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal quarter has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors its Subsidiaries have kept, observed, performed and fulfilled their its obligations (excluding those obligations addressed by Section 12.3) under this Indenture and further stating that stating, as to the best of each such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of Officer signing such certificate, there is no Default regardless of whether the signer knows of any failure by the Company or Event any Subsidiary of Default that has occurred and is continuing orthe Company to comply with any conditions or covenants in this Indenture, or of the occurrence of any Default, and, if such signing officer does signxx xxxs know of such Default a failure to comply or Event of Default, the certificate shall specify describe such failure or Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year endparticularity. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 105 days after the end of each of its fiscal years a written report of a firm of independent certified public accountants with an established national reputation stating that in conducting their audit for such fiscal year, nothing has come to their attention that caused them to believe that the Company (or any of its Officers) becomes aware Subsidiary of the occurrence Company was not in compliance with the provisions set forth in Section 4.3, 4.11 or 4.14. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, immediately upon becoming aware of any Default or Event of Default under this Indenture, an Officer’s Officers' Certificate specifying the such Default or Event of Default and what action, if any, 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 giving rise thereto from the Company or any of the Holders. (d) The Company shall deliver to the Trustee an Officers' Certificate specifying any changes in the composition of the Board of Directors of the Company or any of its Subsidiaries or of any amendment to the charter or bylaws of the Company or any of its Subsidiaries. The Officers' Certificate shall include a description in reasonable detail of such amendment or change and an explanation why such amendment or change does not constitute a Default or Event of Default.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors Guarantors, has been made under the supervision of the signing officer Officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which they are a party and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents to which they are a party in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing (including, without limiation, a Default or Event of Default triggered by the failure of the Co-Issuers and/or a Mortgaged Vessel Guarantor to maintain the Security Interests of each of the Security Documents required to be maintained on such date) or, if such signing officer does Officers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has 63 -55- occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the 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 pursuant to Section 4.09 shall be accompanied by a written report of the Company's independent public accountants (who shall be a firm of established national reputation) that in conducting their audit of such financial statements (which is directed primarily to the expression of their opinion on such financial statements taken as a whole and not toward obtaining knowledge of non-compliance with credit agreements) nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or Six of this Indenture or, if any such 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. (i) If any Default or Event of Default has occurred and is continuing, (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed default under this Indenture or the Notes or (iii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary seeks to exercise any remedy with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $20,000,000), the Company shall deliver to the Trustee as promptly as practicable and in any event by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretooccurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close end of each fiscal year of the Company beginning Company's fiscal years commencing with the fiscal year ending December 31, 20142005, an Officer’s 's Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review re-view of its activities and the activities of its Restricted Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such officer signing such certificate, that to the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in his knowledge having made all material respects and as of due inquiries at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s 's Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The So long as any of the Notes are outstanding (i) if any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly soon as practicable and in any event within 30 days after the Company (by registered or any of its Officers) becomes aware of the occurrence of any Default certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officer’s 's Certificate specifying the Default such event, notice or Event of Default and what other action, if any, the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also include all calculations necessary to show covenant compliance. The Officers' Certificate shall also notify the Trustee should the 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 Company shall deliver to the Trustee as promptly as practicable and in any event within 30 120 days after the Company end of each fiscal year a written statement by the Company's independent certified public accountants stating (or any of its OfficersA) becomes aware that their audit examination has included a review of the occurrence terms of this Indenture and the Securities as they relate to accounting matters, and (B) whether, in connection with their audit examination, any Default an Officer’s Certificate has come to their attention and if such a Default has come to their attention, specifying the Default or Event nature and period of Default and what action, if any, the Company is taking or proposes to take with respect theretoexistence thereof.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 165 100 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors Company has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as of the date of every such certificate, there is covenant and no Default or Event of Default that occurred during such year and at the date of such certificate no Default or Event of Default has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b2) The annual financial statements delivered 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or 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. (3) The Company shall deliver to the Trustee as promptly as practicable and in any event Trustee, within 30 10 days after the Company (or any of its Officers) becomes becoming aware of the occurrence of any Default or Event of Default that has occurred, an Officer’s Officers' Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take describing its status with respect theretoparticularity.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Issuer's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate (signed by its chief the principal executive officer, chief principal financial officer or chief principal accounting officer, ) stating that a review of its activities and the activities of its Restricted Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture a Default or Event of Default has occurred and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual his knowledge, the Co-Issuers and the Guarantors no Default or Event of Default occurred during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company Issuer elect to change the manner in which it fixes its fiscal year end. (bi) The Company If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Securities, the Issuer shall deliver to the Trustee as promptly as practicable and in any event by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any of its Officers) becomes aware five Business Days of the occurrence actual knowledge by an Authorized Officer of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 (i) 90 days after the close of each fiscal year end of the Company beginning with Company's fiscal year, and (ii) 15 days after the fiscal year ending December 31, 2014Trustee's written request stating that the Trustee has a reasonable basis to believe an Event of Default has occurred, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and preceding fiscal year, in the Guarantors case of (a)(i) of this Section 4.06, or the preceding four fiscal quarters in the case of (a)(ii) of this Section 4.06, has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their Company has complied with its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, Officer's knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have kept, observed, performed has complied with each and fulfilled their respective obligations under this Indenture in all material respects every such covenant and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Debentures, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 11.02 hereof, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Debenture Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual Officer's knowledge, based on such review, the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under each and every such covenant contained in this Debenture Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. Such Officer's Certificate shall comply with TIA Section 314(a)(4). (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 pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four or Five of this Debenture 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. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Debenture Indenture or the Debentures, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 10.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 90 days after the close end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Restricted Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual his or her knowledge, neither the Co-Issuers Company nor any Subsidiary Guarantor is in default in the performance or observance of any of the terms, provisions and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under conditions of this Indenture in all material respects and as of the date of such certificate(or, there is no if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company or such Subsidiary Guarantor is taking or proposes to take with respect thereto). (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.08 shall be accompanied by a written statement of the Company'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 occurred and is continuing come to their attention which would lead them to believe that the Company has violated any provisions of this Article Four or Article Five of this Indenture or, if any such signing officer does know violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly for any failure to obtain knowledge of any such violation. (c) The Company will, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, the certificate shall specify an Officers' Certificate specifying such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, action the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 90 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its the chief executive officer, officer or the chief operating officer and the chief financial officer or the chief accounting officer, officer of the Company stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether each of the Co-Issuers Company and the Guarantors have its Subsidiaries has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, Officer's knowledge each of the Co-Issuers Company and the Guarantors its Subsidiaries during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and its status with particularity and shall also describe what action, if any, action the Co-Issuers are Company is taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The annual financial statements delivered pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any of Article Four, Five or 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) (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 12.02, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 165 90 days after the close end of each fiscal year of the Company beginning commencing with the fiscal year ending December 31, 20142021, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Issuer and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to his or her knowledge after due inquiry the best of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have Issuer has kept, observed, performed and fulfilled their respective obligations under each and every covenant contained in this Indenture and is not in all material respects and as default in the performance or observance of any of the date terms, provisions and conditions of such certificatethis Indenture (or, there is no if a Default or Event of Default that has occurred and is continuing oroccurred, if describing all such signing officer does know of such Default Defaults or Event of Default, the certificate shall specify such Default or Event Events of Default of which he or she may have knowledge and what action, if any, action the Co-Issuers are Issuer is taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect ) and that to change the manner his or her knowledge after due inquiry no event has occurred and remains in existence by reason of which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware payments on account of the occurrence principal of any Default an Officer’s Certificate specifying or interest, on the Default Notes is prohibited or Event if such event has occurred, a description of Default the event and what action, if any, action the Company Issuer is taking or proposes to take with respect thereto. (b) So long as any of the Notes are outstanding, the Issuer will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close end of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers Company and its Subsidiaries during the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating that stating, as to each such Officer signing such certificate, that, to the best of such officer’s actual his or her knowledge, the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture in all material respects and as of no Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that which has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default describe its status, with particularity and that, to the best of his or Event her knowledge, no event has occurred and remains by reason of Default and what actionwhich payments on the account of the principal of or interest, if any, Additional Amounts, if any, or Liquidated Damages, if any, on the Co-Issuers are 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 Company elect to change the manner in which it fixes its fiscal year end. (b) The . Upon becoming aware of, and as of such time that the Company should reasonably have become aware of, a Default or Event of Default, the Company also shall deliver to the Trustee Trustee, as promptly soon as practicable possible and in any event within 30 five days after the Company (or any of its Officers) becomes aware of the occurrence thereafter, written notice of any Default an Officer’s Certificate specifying the events which would constitute a Default or Event of Default Default, their status and what action, if any, action the Company is taking or proposes to take in respect thereof. The Company shall comply with respect theretoTIA Section 314(a)(4). The annual financial statements delivered pursuant to Section 4.17 shall include, so long as not contrary to the then current recommendations of the Accounting Standards Board, a written report of the Company's independent accountants (who shall be a firm of established international reputation) that in conducting their audit of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Articles IV, V or VI of this Indenture or, if any such 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.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014year, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors Guarantors, has been made under the supervision of the signing officer Officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which they are a party and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents to which they are a party in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing (including, without limitation, a Default or Event of Default triggered by the failure of the Co-Issuers and/or a Mortgaged Vessel Guarantor to maintain the Security Interests of each of the Security Documents required to be maintained on such date) or, if such signing officer does Officers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a1) The Company and each Guarantor shall deliver to the Trustee, within 165 ninety (90) days after the close end of each the Company’s fiscal year of the Company beginning commencing with the fiscal year ending December 31, 20142011, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder has provided written notice to the Company that such Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 11.02, by registered or certified mail or by telegram or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event or notice, and in the status thereof within ten (10) Business Days of any event within 30 days after the Company (or any of its Officers) becomes such officer becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, Trustee within 165 120 days after the close end of each its fiscal year an Officers' Certificate, one of the Company beginning signers of which shall be the principal executive, principal financial or principal accounting officer of the Company, complying with Section 314(a)(4) of the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, TIA and stating that a review of its activities and the activities of its Subsidiaries, if any, during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture (without regard to notice requirements or grace periods) and further stating that stating, as to each such Officer signing such certificate, to the best of such officer’s actual his knowledge, based on such review, whether or not the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as signer knows of the date of such certificate, there is no Default or any Event of Default that or event which with notice or the passage of time would become an Event of Default which has occurred and is continuing orcontinuing. The Officers' Certificate shall also notify the Trustee should the relevant fiscal year end on any date other than the current fiscal year end date. (b) The Company shall so long as any of the Securities are outstanding, if such signing officer does know deliver to the Trustee, promptly upon becoming aware, and in any event within five Business Days after the Company becomes aware, of such any Default or Event of Default, the certificate shall specify an Officers' Certificate specifying such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, action the Company is taking or proposes to take with respect thereto. The Trustee shall not be deemed to have knowledge of any Default or any 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 Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have Company has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual Officer's knowledge, based on such review, the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this each and every such covenant contained in the Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the 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 pursuant to Section 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four or Five of this Indenture or, if any such 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. (i) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of Trustee, at its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.address set forth in

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trusteeeach Holder, within 165 ninety (90) days after the close of each fiscal year end of the Company beginning with the Company’s fiscal year ending December 31, 2014year, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture Agreement and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, the Co-Issuers and the Guarantors knowledge such entity during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects Agreement and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee Holders should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company annual financial statements delivered pursuant to Section 5.5 shall deliver 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 such financial statements nothing has come to the Trustee as promptly as practicable and in any event within 30 days after their attention that would lead them to believe that the Company (has violated any provisions 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 of its Officers) becomes aware of the occurrence Person for any failure to obtain knowledge of any Default an Officer’s Certificate specifying the such violation. (c) If any Default or Event of Default has occurred and what action, if anyis continuing, the Company is taking shall deliver to each Holder, at its address set forth in Section 9.1 or proposes in the Company’s register of the Notes, by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event, notice or other action and the status thereof within five (5) Business Days of any such officer becoming aware of such occurrence (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 take with respect theretoSection 4.10 of the Indenture, the Company shall deliver to each Holder a copy of the Officers’ Certificate required under Section 4.06 thereof to be delivered to the Trustee.

Compliance Certificate; Notice of Default. (a1) The Company shall deliver to the Trustee, within 165 100 days after the close of each fiscal year and within 50 days after the close of the Company beginning with the each of its first three fiscal year ending December 31, 2014, quarters an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors Company has been made under the supervision of the signing officer officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have or fiscal quarter, as the case may be, has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as of the date of every such certificate, there is covenant and no Default or Event of Default that occurred during such fiscal year or fiscal quarter, as the case may be, and at the date of such certificate no Default or Event of Default has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take describe its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b2) The annual financial statements delivered 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 such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or 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 49 -41- accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (3) The Company shall deliver to the Trustee as promptly as practicable and in any event Trustee, within 30 ten days after the Company (or any of its Officers) becomes becoming aware of the occurrence of any Default or Event of Default in the performance of any covenant, agreement or condition contained in this Indenture, an Officer’s Officers' Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take describing its status with respect theretoparticularity.

Compliance Certificate; Notice of Default. (a) The Company Issuer shall deliver to the Trustee, Trustee within 165 120 days after the close end of each fiscal year of the Company beginning Issuer commencing with the fiscal year ending December 31, 20142012, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that in the course of the performance by each signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event of Default, a review of the activities of the Co-Issuers and Issuer during the Guarantors preceding fiscal year has been made under the supervision of the each signing officer Officer with a view to determining whether the Co-Issuers and the Guarantors have Issuer has kept, observed, performed and fulfilled their its obligations under this Indenture Indenture, and further stating that to the best whether or not each signer knows of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of such certificate, there is no any Default or Event of Default that has occurred and is continuing orduring the previous fiscal year. If so, if such signing officer does know of such the Officers’ Certificate shall describe the Default or Event of Default, its status and the certificate shall specify such Default or Event of Default and what action, if any, action the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company Issuer is taking or proposes to take with respect thereto. (b) If any Default or Event of Default has occurred and is continuing or (ii) if any Holder has provided written notice to the Issuer that such Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Issuer shall deliver to the Trustee, at its address set forth in Section 12.02 hereof, by registered or certified mail or by telegram or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event or notice, and the status thereof within ten (10) Business Days of any such Officer becoming aware of such occurrence.

Compliance Certificate; Notice of Default. (a) The Company Issuers shall deliver to the Trustee, within 165 120 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 2014Company, an Officer’s Certificate signed by its Officers’ Certificate, one of the signatories of which shall be the chief executive officer, chief financial officer or chief accounting officerofficer of the Issuers, stating that a review of the activities of the Co-Issuers and the Guarantors has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes propose to take with respect thereto. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company an Issuer elect to change the manner in which it fixes its the fiscal year end. (b) The Company Issuers shall deliver to the Trustee as promptly as practicable and in any event within 30 days ten Business Days after the Company (or any Officer of its Officers) an Issuer becomes aware of the occurrence of any Default an Officer’s Officers’ Certificate specifying the Default or Event of Default and what action, if any, the Company Issuers is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company and the Guarantors shall deliver to the Trustee, within 165 120 days after the close end of each fiscal year of the Company beginning commencing with the fiscal year ending December 31, 20142013, an Officer’s Officers’ Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of their activities during the activities of the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers Company and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officerOfficer’s actual knowledge, knowledge each of the Co-Issuers Company and the Guarantors during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations each and every condition and covenant under this Indenture in all material respects and as no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers’ Certificate shall also notify the Trustee should the Company or any Guarantor elect to change the manner in which it fixes its fiscal year end. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder has provided written notice to the Company that such Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable Trustee, at its address set forth in Section 11.02, by registered or certified mail or by telegram or facsimile transmission followed by hard copy by registered or certified mail an Officers’ Certificate specifying such event or notice, and in any event the status thereof within 30 days after the Company ten (or any of its Officers10) becomes aware of the occurrence Business Days of any Default an Officer’s Certificate specifying the Default or Event such Officer having knowledge of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 105 days after the close end of each the Company's fiscal year year, a certificate signed by the Chairman of the Board of Directors, the Vice-Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Chief Financial Officer, Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company beginning with (PROVIDED, HOWEVER, that one of such 39 33 signatories shall be the fiscal year ending December 31, 2014, an Officer’s Certificate signed by its chief Company's principal executive officer, chief principal financial officer or chief principal accounting officer), stating that a review as to such Officers' knowledge of the activities of the Co-Issuers Company's compliance with all conditions and the Guarantors has been made under the supervision of the signing officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations covenants under this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and further stating that to in the best event any Default exists, such Officers shall specify the nature of such officer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year endend or change its independent certified public accountants. (bi) The If any Default or Event of Default has occurred and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under this Indenture or the Notes, the Company shall deliver to the Trustee as promptly as practicable and Trustee, at its address set forth in any event Section 12.2 hereof, by registered or certified mail or by facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes becoming aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretosuch occurrence.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 days after the close of each fiscal year of the Company beginning with the fiscal year ending December 31, 20142020, an Officer’s Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of the activities of the Co-Issuers and the Guarantors has been made under the supervision of the signing officer Officer with a view to determining whether the Co-Issuers and the Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and the Security Documents to which they are a party and further stating that to the best of such officerOfficer’s actual knowledge, the Co-Issuers and the Guarantors during such preceding fiscal year have kept, observed, performed and fulfilled their respective obligations under this Indenture and the Security Documents to which they are a party in all material respects and as of the date of such certificate, there is no Default or Event of Default that has occurred and is continuing (including, without limitation a Default or Event of Default triggered by the failure of the Co-Issuers and/or a Mortgaged Vessel Guarantor to maintain the security interests of each of the Security Documents required to be maintained on such date) or, if such signing officer Officer does know of such Default or Event of Default, the certificate shall specify such Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take with respect thereto. The Officer’s Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. (b) The Company shall deliver to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect thereto.

Compliance Certificate; Notice of Default. (a) The Company Garden State shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 4.06(a), one of the Officers signing such Officers' Certificate shall be the Chief Financial Officer, the Chief Executive Officer or the President of the Company. (b) The Company shall deliver So long as not contrary to the Trustee as promptly as practicable and in any event within 30 days after the Company (or any of its Officers) becomes aware then current recommendations of the occurrence American Institute of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if anyCertified Public Accountants, the Company annual financial statements delivered pursuant to Section 4.08 shall be accompanied by a written report of the Company's independent public accountants (who shall be a firm of established national reputation reasonably satisfactory to the Trustee) that in conducting their audit of such financial statements (which is taking or proposes directed primarily to take the expression of their opinion on such financial statements taken as a whole and not toward obtaining knowledge of non-compliance with respect thereto.credit

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 165 120 days after the close of each fiscal year end of the Company beginning with the Company's fiscal year ending December 31, 2014year, an Officer’s Officers' Certificate signed by its chief executive officer, chief financial officer or chief accounting officer, stating that a review of its activities and the activities of its Subsidiaries during the Co-Issuers and the Guarantors preceding fiscal year has been made under the supervision of the signing officer Officers with a view to determining whether the Co-Issuers and the Guarantors have it has kept, observed, performed and fulfilled their its obligations under this Indenture and further stating stating, as to each such Officer signing such certificate, that to the best of such officer’s actual knowledge, his knowledge the Co-Issuers and the Guarantors Company during such preceding fiscal year have has kept, observed, performed and fulfilled their respective obligations under this Indenture in all material respects each and as every such covenant and no Default or Event of Default occurred during such year and at the date of such certificate, certificate there is no Default or Event of Default that has occurred and is continuing or, if such signing officer does signers do know of such Default or Event of Default, the certificate shall specify such describe the Default or Event of Default and what action, if any, the Co-Issuers are taking or proposes to take its status with respect theretoparticularity. The Officer’s Officers' Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.. 63 -54- (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 pursuant to Section 4.09 shall be accompanied by a written report of the Company's independent public accountants (who shall be a firm of established national reputation) that in conducting their audit of such financial statements (which is directed primarily to the expression of their opinion on such financial statements taken as a whole and not toward obtaining knowledge of non-compliance with credit agreements) nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article Four, Five or Six of this Indenture or, if any such 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. (i) If any Default or Event of Default has occurred and is continuing, (ii) if any Holder seeks to exercise any remedy hereunder with respect to a claimed default under this Indenture or the Notes or (iii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary seeks to exercise any remedy with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $20,000,000), the Company shall deliver to the Trustee as promptly as practicable and in any event by registered or certified mail or by telegram, telex or facsimile transmission followed by hard copy by registered or certified mail an Officers' Certificate specifying such event, notice or other action within 30 days after the Company (or any five Business Days of its Officers) becomes aware of the occurrence of any Default an Officer’s Certificate specifying the Default or Event of Default and what action, if any, the Company is taking or proposes to take with respect theretooccurrence.